HomeMy WebLinkAboutAGMT - Brevvie LLC (Place a "smart locker" near pier)BREVVIE
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") is made and entered into as of May 15, 2022
("Effective Date") by and between Brevvie LLC, a Delaware limited liability company with offices located
at 19552 Summer Breeze Lane, Huntington Beach, CA 92648 ("Brevvie") and The City of Seal Beach, with
offices located at 211 8th Street, Seal Beach, CA 90740 ("Customer").
1. DEFINITIONS.
"Application" means the Brevvie web and mobile application(s), which enable Authorized Users to
reserve, lock and unlock Lockers located at the Authorized Facility(ies), including all Documentation and
Updates thereto.
"Authorized Users" means individuals who are customers of the Authorized Facility or who are otherwise
authorized to access the Authorized Facility in order to use the Brevvie System and who have agreed to
Brevvie's terms of use agreement.
"Brevvie System" means the Brevvie smart locker system, comprising the Lockers, Application, and
Documentation, and any Updates to any of the foregoing, which are designed to allow Authorized Users to
access the Lockers to rent household consumer goods and electronics ("Rental Products") in hourly and
daily increments or on a subscription basis.
"Documentation" means all available documentation (electronic or otherwise) related to the Application
and/or Lockers as provided by Brevvie to Customer, including, but not limited to user manuals, instruction
booklets, on-line documentation and on-line help menus.
"Lockers" means the lockers installed with smart locks that are designed to interoperate with the
Application, together with any replacement parts, additions, substitutions, repairs or accessories now or
hereafter incorporated into such system(s).
"Revenues" means the Rental Fees received by Brevvie from Authorized Users of the Brevvie System in
connection with the rental of Products from Lockers at the Authorized Facility.
"Rental Fees" shall mean the fees charged to an Authorized User by Brevvie in connection with the rental
of one (1) or more Rental Products from Lockers installed at the Authorized Facility, subject to the pricing
ranges set forth on Exhibit A.
"Updates" shall mean any upgrades, enhancements, modifications, or later releases of the Brevvie
System, or any part thereof, made available to Customer by Brevvie.
2. LOCKERS. Subject to the terms and conditions of this Agreement, Brevvie agrees to install
Lockers at the premise(s) identified on Exhibit A, as may be amended by the parties, owned,
operated, and/or managed by Customer (each, an Authorized Facility, and together, the
Authorized Facilities"), in those locations agreed to by the parties. Brevvie may replace any
Locker with another Locker of similar type, quality, and appearance, at any time during the Term.
Customer agrees to use the Lockers solely to operate the Brevvie System. Customer will not
remove or relocate the Lockers (or any component thereof) from the Authorized Facility (or specific
location) in which it was initially installed. Customer will not allow any Authorized User to use a
Locker without reserving the Locker through the Application.
(a) BREVVIE SYSTEM RESTRICTIONS. Customer hereby agrees to take all reasonable
steps to protect Brevvie's and its suppliers' proprietary rights in the Brevvie System. Customer
shall not attempt to, or allow any Authorized User or other third party to, reverse engineer,
decompile, disassemble or similarly manipulate all or any portion of the Brevvie System, including
BREVVIE
the Lockers for any purpose. Further, Customer shall not access or use the Brewie System, or
any part thereof, to develop a similar or competitive product or service.
(b) INTENTIONALLY OMITTED
(c) EXCLUSIVITY. Customer agrees that during the Term, Customer shall not allow any
third -party smart locker provider or vending provider, including any party that sells, rents, or offers
to sell or rent, any products included in the Rental Products or any other party that competes with
Brewie or its Rental Products, to operate at the Authorized Facility.
3. INTELLECTUAL PROPERTY RIGHTS. The Brewie System, including the Lockers and
Application, will remain the property of Brewie and Customer will have no right, title or interest
therein except as delineated in this Agreement.
4. DELIVERY AND ACCEPTANCE. The Lockers will be delivered (with transportation, delivery,
installation and insurance at Brevvie's expense) to the Authorized Facility(ies) specified by
Customer within approximately sixty (60) days of the Effective Date of this Agreement. So long as
Customer has not notified Brewie that the Lockers are defective as of the date the Lockers are
installed ("Installation Date"), Customer will be deemed to have accepted the Lockers. All terms
and conditions of this Agreement will be in full force and effect with respect to Lockers delivered to
Customer from the Installation Date. Brewie will have no liability whatsoever for any failure of or
delay in delivery or installation of any Lockers.
S. MAINTENANCE OF THE BREVVIE SYSTEM.
(a) Protection and Maintenance of Lockers. Customerwill keep all Lockers free and
clear from all liens, including any direct or indirect charge, encumbrance, lien, security interest,
legal process or claim against the Lockers, and will not interfere with or otherwise interrupt the
operation by Brewie of the Brewie System. Brewie shall regularly inspect, service, clean and
maintain the Lockers and shall maintain the Brewie System in good working order substantially in
accordance with the Documentation and in accordance with federal, state, and local laws applicable
to Brevvie's provision of the Brewie System to Customer. All replacement parts and repairs at any
time made to or placed upon the Lockers will become the property of Brewie. No other parts which
are not readily removable will be affixed to the Lockers. Customer will provide, at its expense, a
proper environment and proper utilities and internet for the Brewie system to operate and shall
operate the Authorized Facility in accordance with applicable federal, state, and local laws.
(b) Risk of Loss And Damage. Customer assumes and will bear the risk of casualty
or damage to the Lockers from any cause relating to the condition of the Authorized Facility from
the Installation Date until its return to Brewie. No casualty or damage will relieve Customer from
the obligation to comply with any other obligation under this Agreement. In the event of a casualty
or damage, Customer will immediately notify Brewie thereof, and Customer will be responsible for
all costs incurred by Brewie in connection with the repair, replacement and/or removal of the
affected Locker(s). Customer will pay to Brewie all such costs within thirty (30) days of invoice
date, which invoice will only be issued following the repair, replacement and/or removal of the
affected Locker(s).
(c) Insurance. Customer, at its sole cost and expense, will maintain all-risk insurance
against loss or damage to the Lockers, caused by the gross negligence or willful misconduct of
Customer or it's agents, or damaged caused from physical building or structure failure of the
authorized facility, for the full replacement value of the Lockers, and such insurance will specify
Brewie as loss payee. In addition, Brewie, at its sole cost and expense, will maintain general
liability insurance on the Lockers insuring Brewie and Customer against any and all loss or liability
for all damages, either to persons or property or otherwise, which might result from or happen in
connection with the condition, use or operation of the Lockers, with such limits as Brewie may
2.
BREVVIE
reasonably require but in no event less than $500,000 per occurrence or $1 million in the
aggregate.
(d) Customer's Covenants And Representations. Customer represents, warrants
and covenants to Brewie, that the Lockers, and the Rental Products therein, are and will at all
times remain the tangible personal property of Brewie and, when subjected to use by Customer,
will not be or become fixtures or real property under applicable laws.
6. PAYMENTS.
(a) Intentionally Omitted
(b) RENTABLE ITEMS - Brewie agrees to pay Customer twenty-four percent (24%)
of Revenues during the Term ("Customer Share"), net sales tax and transaction fees. The
Customer Share will be paid on a monthly basis, within fifteen (15) days of the end of the
immediately preceding month, and will be accompanied by a usage report reflecting details relating
to the number of Authorized Users using the Brewie System at the Authorized Facility. Customer
will be liable for all taxes, charges, state charges, and withholdings of any nature related to the
Customer Share, together with penalties, fines and interest thereon, but not for any tax based solely
on the net income of Brevvie.
7. TREATMENT OF CONFIDENTIAL INFORMATION.
(a) Definition. "Confidential Information" includes, without limitation, (i) all
information communicated by Disclosing Party that should reasonably be considered confidential
under the circumstances, whether it was or was not identified as confidential at the time of
disclosure; (ii) all information identified as confidential to which Receiving Party has access in
connection with the subject matter of this Agreement, whether before or after the Effective Date;
(iii) this Agreement; (iv) any trade secret; (v) any existing or contemplated product, service, design,
technology, software, process, technical data, engineering, technique, research, development,
invention, methodology and concept and any related information; (vi) information relating to any
business plan, sale or marketing method, marketing, merchandising, pricing, analysis and report,
customer information, PII, or customer or supplier list or requirement; and (vii) financial and
accounting information.
(b) Confidentiality Obligations. Both Parties acknowledge that either Party may
receive ("Receiving Party') Confidential Information from the other Party ("Disclosing Party')
during the Term of this Agreement, and all Confidential Information is deemed to have been
received in confidence. Receiving Party may use Disclosing Party's Confidential Information only
to perform its obligations or exercise its rights under this Agreement and may disclose Disclosing
Party's Confidential Information only to Receiving Party's employees, agents or contractors that
need to know the information pursuant to this Agreement and who are required (by written
agreement, written and enforceable internal policy, or legally enforceable code of professional
responsibility) to maintain the confidentiality of the Confidential Information as required by this
Agreement. Receiving Party must protect the Confidential Information at least as well as it does
its own valuable and sensitive information of a similar nature and, in any event, with no less than a
reasonable degree of care. Following termination or expiration of this Agreement, and/or if
requested by Disclosing Party, Receiving Party must return or destroy all Confidential Information
and, upon request, certify in writing as to having returned or destroyed all Confidential Information.
The obligation of confidentiality continues for three (3) years from the expiration or termination of
this Agreement; provided, however, Receiving Party must keep (i) any Personally Identifiable
Information ("PIP') confidential indefinitely; and (ii) any trade secrets of Disclosing Party confidential
as long as the information remains a trade secret.
(c) Exceptions. The obligations of either Party under this Section 7 do not apply to
information that Receiving Party can demonstrate (i) was in its possession at the time of disclosure
3.
BREV1/IE
without confidentiality restrictions; (ii) at the time of disclosure by Disclosing Party is generally
available to the public or after disclosure becomes generally available to the public through no
breach of agreement or other wrongful act by Receiving Party; provided, however, PII remains
subject to confidentiality obligations regardless of its availability to the public or availability through
unauthorized disclosure; (iii) was received from a third party without restriction on disclosure and
without breach of agreement or other wrongful act by Receiving Party; or (iv) is independently
developed by Receiving Party without reference to the Confidential Information of the other Party.
(d) Disclosure by Law. In the event Receiving Party is required by law, regulation,
stock exchange requirement or legal process to disclose any of Disclosing Party's Confidential
Information, Receiving Party must (i) give Disclosing Party, to the extent possible, reasonable
advance notice prior to disclosure so Disclosing Party may contest the disclosure or seek a
protective order, and (ii) reasonably limit the disclosure to the minimum amount legally required to
be disclosed.
8. TERM AND TERMINATION.
(a) Term. The term of the Agreement will commence upon the Effective Date, and if
not sooner terminated in accordance with this Agreement, will continue for three hundred sixty-five
(365) days from the Installation Date ("Initial Term"). Thereafter, the term will automatically extend
for additional thirty (30) day periods unless and until either party provides notice to the other party
within thirty (30) days of the end of the then-current term of its intent not to renew this Agreement.
The Initial Period and any extension periods are collectively referred to herein as the "Term".
(b) Termination. Either party may terminate this Agreement for material breach by
the other party, which remains uncured for a period of thirty (30) days following receipt of notice of
such material breach. Further, this Agreement may be terminated by either party, immediately upon
written notice to the other party (i,) upon the institution by or against the other party of insolvency,
receivership or bankruptcy proceedings or any other proceedings for the settlement of such other
party's debts, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii)
upon the other party's dissolution or ceasing to do business. This Agreement shall automatically
terminate upon the full execution by the Parties of a License Agreement.
(c) Effects of Termination. Upon any termination of this Agreement, Customer shall
immediately cease using the Brewie System and authorizing Authorized Users to use the Brevvie
System. Brewie at its sole cost and expense, will cause the lockers to be removed from the
Authorized Facility(ies). Customer will not be relieved of any of its duties, obligations, covenants or
agreements under this Agreement prior to the return of the Lockers.
(d) Survival. Following termination of the Agreement, the following Sections will
survive: 3 (Intellectual Property Rights), 7 (Treatment of Confidential Information), 8(c) (Effects of
Termination), 10 (Indemnification), 10 (Indemnification), 11 (Limitation of Liability), and 12
(General).
9. WARRANTY AND DISCLAIMER.
(a) Warranties. Brewie agrees that, during the Term, the Brewie System will operate
substantially in accordance with the Documentation, subject to Customer's compliance with its
obligations under Section 5(a).
(b) Disclaimer Of Warranties. EXCEPT AS SET FORTH ABOVE IN SECTION 9(a),
BREWIE. HAS NOT MADE AND DOES NOT NOW MAKE TO CUSTOMER ANY
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY,
WITH RESPECT TO THE DESIGN, OPERATION, PERFORMANCE OR CONDITION OF THE
BREWIE SYSTEM OR ANY COMPONENT THEREOF, INCLUDING THE LOCKERS,
4.
BREVVIE
APPLICATION, OR THE SUPPORT SERVICES, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE OR THE LIKE.
10. INDEMNIFICATION. Customer hereby assumes liability for, and agrees to indemnify, defend,
and hold Brevvie, and its agents, representatives, assigns, and successors, harmless against, any
and all liabilities, losses, damages, claims and expenses (including reasonable attorneys' fees) in
any way relating to or arising out of the use of the Lockers at the Authorized Facility that was not
caused by Brevvie's gross negligence or willful misconduct or failure to comply with its warranty
obligation under Section 9(a). The indemnification obligations contained herein will survive the
expiration of the term of this Agreement.
11. LIMITATION OF LIABILITY. BREWIE WILL HAVE NO LIABILITY TO CUSTOMER OR ANY
THIRD PARTIES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL
DAMAGES OF ANY KIND OR NATURE (INCLUDING WITHOUT LIMITATION LOST PROFITS)
ARISING OUT OF THIS AGREEMENT, THE HARDWARE OR ANY COMPONENT THEREOF,
ANY SOFTWARE RUN ON THE HARDWARE, OR THE SUPPORT SERVICES, EVEN IF
BREWIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING,
WITHOUT LIMITATION, DAMAGES BASED ON STRICT LIABILITY, TORT OR WARRANTY.
THE MAXIMUM, AGGREGATE LIABILITY OF BREWIE TO CUSTOMER UNDER THIS
AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNTS PAID TO CUSTOMER DURING
THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
LIABILITY.
12. GENERAL.
(a) Intentionally Omitted
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(b) Governing Law. This Agreement will be governed by and interpreted in
accordance with the laws of the State of California without regard to choice of law rules. Customer
irrevocably consents to the jurisdiction of any state or federal court located in Los Angeles,
California.
(c) Notices. Except as otherwise expressly specified herein, all notices or reports
permitted or required under this Agreement shall be in writing and shall be delivered by personal
delivery, e-mail, or by certified or registered mail, return receipt requested, and shall be deemed
given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of
receipt of electronic transmission. Notices shall be sent to the signatory of this Agreement at the
address set forth at the beginning of this Agreement or such other address as either party may
specify in writing.
(d) No Agency. Nothing contained herein shall be construed as creating any agency,
partnership or other form of joint enterprise between the parties.
(e) Force Majeure. Neither party shall be liable hereunder by reason of any failure or
delay in the performance of its obligations hereunder on account of strikes, shortages, riots,
insurrection, fires, flood, storm, explosions, acts of God, war, government action, labor conditions,
earthquakes, material shortages or any other cause which is beyond the reasonable control of such
party.
(f) Severability. In the event that any provision of this Agreement is found by a court
or other body of competent jurisdiction to be unenforceable or invalid under any applicable law such
unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole,
and, in such event, such provision shall be changed and interpreted so as to best accomplish the
5.
BREVVIE
objectives of such unenforceable or invalid provision within the limits of applicable law or applicable
court decisions.
(g) Headings. The section headings appearing in this Agreement are inserted only
as a matter of convenience and in no way define, limit, construe or describe the scope or extent of
such section, or in any way affect this Agreement.
(h) Waiver. The failure of either party to require performance by the other party of
any provision hereof shall not affect the full right to require such performance at any time thereafter;
nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a
waiver of the provision itself.
(i) Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which will be considered an original, but all of which together will constitute
one and the same instrument.
Q) Entire Agreement. This Agreement and the Exhibits hereto constitute the entire
agreement between the parties with respect to the subject matter hereof. This Agreement
supersedes, and the terms of this Agreement govern, any prior or collateral agreements with
respect to the subject matter hereof. This Agreement may only be changed by mutual, written
agreement of authorized representatives of the parties.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives have executed
and delivered this Agreement effective as of the Effective Date.
BREWIE LLC CUSTO R
By: By:
Name: Kristine Everly ame: a� I
Title: Co -Founder Title: /'� ►CJ ��+i I ��`
Address: 19552 Sea Breeze Lane Address:
Huntington Beach, CA 92647 1 V-Za0,\ Ct4 707r -J
APPROVE AS RM
By:
Name: Craig A. Steele
Title: City Attorney for the City of Seal Beach
Address: 350 S. Grand Avenue, 37th Floor
Los Angeles, CA 90071
6.
BREVVIE
EXHIBIT A
Authorized Facility
Number of
Pricing Restrictions
Lockers
Base of Seal Beach pier located off
1 bank of
NA
Main St.
outdoor lockers
AC " CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
05/19/2023
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 policiesmay require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
AssuredPartners of California Ins Services, LLC
196 S. Fir Street
PO BOX 1388
Ventura CA 93002-1388
NAME CT Emilia Contreras
PHONE (805) 585-6725q/c, No : (805) 585-6725
AIC No Ext
E-MAIL emilia.contreras@assuredpartners.com
ADDRESS:
INSURER(S)AFFORDING COVERAGE NAIC#
INSURERA: Evanston Ins Co 35378
INSURED
Brevvie, LLC
19552 Summer Breeze Lane
Huntington Beach CA 92648
INSURER B: State Compensation Ins Fund 35076
INSURER C:
INSURERD:
INSURER E:
INSURER F:
X11 In11000. ''Z J"A 941 IMMJAIA[ IVVI. KF-VI\IIIni Iv111YIRF-R-
I UvGR Wi
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
TYPEOFINSURANCE
INSD
WVD
POLICYNUMBER
MMIUDC,=
CYEXP
MMIUDDIYYYY
LIMITS
211 Eighth Street
X COMMERCIAL GENERAL LIABILITY
Seal Beach CA 9074Q
IIC IITIn\I All
EACH OCCURRENCE $ 1,000,000
DAMAGE TO RMTrEN__
PREMISES Ea occurrence S 100,00
CLAIMS -MADE OCCUR
MED EXP (Any one person) S 5,000
A
Y
3FHO425
12/15/2022
12/15/2023
-PERSONAL BADVINJURY $ 1,000,000
LAGGREGATELIMITAPPLIESPER:
POLICY ECOT. LOC
O'OTHER:
GENERAL AGGREGATE $ 2,000,000
PRODUCTS-COMP/OPAGG $INCLUDED
$
AUTOMOBILE LIABILITY
EaaccidentSINGLELIMIT S 1,000,000
BODILY INJURY (Per person) $
ANYAUTO
BODILY INJURY (Per accident) S
AH
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
AUTOS ONLY x AUTOS ONLY
3FHO425
12/15/2022
12/15/2023
PROPERTY DAMAGE S
Per accident
UMBRELLA LIABX
OCCUR
EACH OCCURRENCE S 2,000,000
AGGREGATE $ 2,000,000
A
X
EXCESS LIAR
CLAIMS -MADE
EZXS3098916
12/15/2022
12/15/2023
DED I I RETENTION $vv
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE F__1
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
if yes, describe under1,000,000
DESCRIPTION OF OPERATIONS below
N /A
9241744-22
12/15/2022
12/15/2023
_
^ STATUTE ERH
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE- EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space is required)
GL: Certificate Holder is Additional Insured as respects to operations of the Named Insured perform MEGL0009010918. Endorsement applies only as
required by current written contract on file.
Ut:KI11-11+AIt: 171ULUCM
--- —
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Seal Beach
211 Eighth Street
AUTHORIZED REPRESENTATIVE
Seal Beach CA 9074Q
IIC IITIn\I All
W IJYV. w •....-.••�-•
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
COMMERCIAL GENERAL LIABILITY
III POLICY NUMBER: 3FHO425
NIAMr EVANSTON INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
LIQUOR LIABILITY COVERAGE FORM
OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM
SCHEDULE
Additional Premium: $500 (Check box if fully earned ®)
Please refer to each Coverage Form to determine which terms are defined. Words shown in quotations on this endorsement
may or may not be defined in all Coverage Forms.
A. Who Is An Insured is amended to include as an additional insured any person or entity to whom you are required by
valid written contract or agreement to provide such coverage, but only with respect to "bodily injury", "property damage"
(including "bodily injury" and "property damage" included in the "products -completed operations hazard"), and "personal
and advertising injury" caused, in whole or in part, by the negligent acts or omissions of the Named Insured and only
with respect to any coverage not otherwise excluded in the policy.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. The insurance afforded to such additional insured will not be broader than that which you are required by the valid
written contract or agreement to provide for such additional insured.
Our agreement to accept an additional insured provision in a valid written contract or agreement is not an acceptance
of any other provisions of such contract or agreement or the contract or agreement in total.
When coverage does not apply for the Named Insured, no coverage or defense will apply for the additional insured.
No coverage applies to such additional insured for injury or damage of any type to any "employee" of the Named Insured
or to any obligation of the additional insured to indemnify another because of damages arising out of such injury or
damage.
B. With respect to the insurance afforded to these additional insured, the following is added to limits of insurance:
The most we will pay on behalf of the additional insured is the amount of insurance:
1. Required by the valid written contract or agreement; or
2. Available under the applicable limits of insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable limits of insurance shown in the Declarations.
All other terms and conditions remain unchanged.
MEGL 0009-01 09 18 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1
with its permission.
SEA(
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AGENDA STAFF REPORT
DATE: June 13, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Joe Bailey, Marine Safety/Lifeguard Chief
SUBJECT: SERVICE AGREEMENT WITH BREVVIE TO INSTALL
REMOTE ACCESSABLE BEACH LOCKERS NEXT TO
LIFEGUARD HEADQUARTERS
SUMMARY OF REQUEST:
That the City Council adopt Resolution XXXX authorizing the City Manager to
execute a Service Agreement with Brevvie LLC to place a "smart locker" next to
Lifeguard Headquarters.
BACKGROUND AND ANALYSIS:
City staff has negotiated an agreement with Brevvie LLC to have them place "smart
rental locker" next to Lifeguard Headquarters. These "smart lockers" rent beach
equipment such as body boards, surf boards, umbrellas, chairs, beach games and
coolers. The system is set up to be fully automated and will be serviced by Brevvie
LLC. The City will receive 24% of rental fees. Staff saw a presentation about the
Brevvie smart lockers and contacted the owner. There is currently one Brevvie
smart locker in use at a beach location in Huntington Beach. The lockers were
originally created for use in large apartment complexes and they are now looking
for other uses. Staff has searched the internet for any similar products and has
been unable to locate a comparable. Brevvie does have intellectual patents
pending making them a "sole source" provider. This will be an added benefit to
those visiting our beach and possible reduce waste as all items will be reusable
and rented multiple times.
ENVIRONMENTAL IMPACT:
There is no environmental impact related to this item.
LEGAL ANALYSIS:
The City Attorney has reviewed the agreement and approved as to form.
Agenda Item f fitem.numberl}
FINANCIAL IMPACT:
This agreement will have a positive financial impact with 24% of the rental fees
coming to the City. As the system will be new in Seal Beach it is unknown what the
total impact will be.
STRATEGIC PLAN:
This item is not applicable to the Strategic Plan.
MEASURE BB:
This item is not applicable to Measure BB, the Seal Beach Neighborhood and
Essential Services Protection Measure.
RECOMMENDATION:
That the City Council adopt Resolution XXXX authorizing the City Manager to
execute the Facility License Agreement with Brevvie LLC.
SUBMITTED BY:
Joe Bailey, Marine
Safety/Lifeguard Chief
Prepared by: Joe Bailey
ATTACHMENTS:
Page 2
NOTED AND APPROVED:
Jill R. Ingram, City Manager
RESOLUTION 7300
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING A SERVICE AGREEMENT WITH BREVVIE LLC. TO
INSTALL REMOTE ACCESSABLE BEACH LOCKERS NEXT TO
LIFEGUARD HEADQUARTRS
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
SECTION 1.._ The City Council hereby approves that Facility Service Agreement
dated June 14, 2022 between the City of Seal Beach and Brevvie LLC to install
remote accessible beach lockers next to Lifeguard Headquarters.
SECTION 2. The City Council hereby authorizes and directs the City Manager to
execute the Service Agreement.
PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a
regular meeting held on the 13th day of June, 2022 by the following vote:
AYES:
NOES:
Council Members
Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Joe Kalmick, Mayor
ATTEST:
Dana Engstrom, Acting City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Dana Engstrom, Acting City Clerk of the City of Seal Beach, do hereby certify
that the foregoing resolution is the original copy of Resolution 7300 on file in the
office of the City Clerk, passed, approved, and adopted by the City Council at a
regular meeting held on the 13th day of June, 2022.
Dana Engstrom, Acting City Clerk