6-2 SC - 5.6.25 RCA and License Agmt - Rio Media & Advertising, Inc. — City Council/Public Financing Authority, June 2, 2026

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2000 Main Street,
o , 44, p
Huntington Beach, CA
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4 92648
City of Huntington Beach APPROVED 5- 0- 1- 1
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File#: 25- 335 MEETING DATE: 5/ 6/ 2025

REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Travis Hopkins, City Manager
VIA: Eric McCoy, Fire Chief
PREPARED BY: Bonnie To, Principal Management Analyst Subject:

Approve and authorize execution of a three- year License Agreement with Rio Media & Advertising Inc. for the Lifeguard Tower Advertisements Program Statement of Issue:

The City of HuntingtonBeachhas a total of 24 oceanfrontlifeguardtowerswithin the City's jurisdiction. As an opportunityfor revenuegeneration, the HuntingtonBeachFire Department requested proposals from qualified vendors to implement a Lifeguard Tower Advertisement Program.

Vendors submitted their proposals along with revenue projections, and based on the evaluation criteria, Rio Media & Advertising Inc. ( Rio) was selected. City Council action is requested to approve and authorize execution of a three-year License Agreement with Rio for the Lifeguard Tower Advertisements.

Financial Impact:

Projected annual revenue to the City of Huntington Beach based on Rio's Annual Revenue Projection is estimated at $ 700, 000.

The Projected Payment Schedule from the vendor would be quarterly payments to the City, accompanied by comprehensive revenue reports.

Recommended Action:

Approve and authorize Mayor and City Clerk to execute a three-year" Lifeguard Tower Advertising LicenseAgreementby and Betweenthe City of HuntingtonBeachand Rio Mediaand Advertising Inc."
Alternative Action( s):

Do not approve, and direct staff accordingly.

Analysis:

City of Huntington Beach Page 1 of 2 Printed on 4/ 30/ 2025 powered by Legistar m
51 06/02/2026
26 (26-485)
File#: 25- 335 MEETING DATE: 5/ 6/ 2025
As part of the City's ongoingefforts to identifynew revenuesources, the HuntingtonBeach Fire Department ( HBFD) identified an opportunity for ad space on the back of the City's existing lifeguard towers. HBFD issued a Request for Proposal ( RFP) looking for qualified vendors to develop and maintain a Lifeguard Tower Advertisement Program. While the HBFD relies upon the expertise and skillset of potential vendors, various guidelines regarding advertisement size, quantity, location, and content were set forth. The vendor would be required to follow any applicable rules, regulations, and guidelines as required by the federal, state, City, local, and other government agencies, including the California Coastal Commission. Advertisements are to be limited in size and incorporated within existingdesign and layouton the back of towers only. Advertisementsare not to interferewith existingtower numbers, municipalcodes, and ocean safety information. Currently, there are advertisements on the back of four towers.

Two vendors submitted proposals with revenue projections to the City. Based on the RFP evaluation criteria, the vendor Rio Media & Advertising Inc. was selected. With over two decades of outdoor advertisingexperience, Rio is a HuntingtonBeachbusinessfocusedon balancingcommunity-driven advertising with strong revenue generation.

Rio' s Annual Revenue Projection is $ 1, 000, 000, of which the vendor would receive 30% and the City would receive 70%. The estimated breakdown is as follows:

Tier 1 High- traffic towers $ 500, 000
Tier 2 Medium- traffic towers $ 300, 000
Tier 3 Low- traffic Towers $ 200, 000
City Councilaction is requestedto authorizeexecutionof a three-year LicenseAgreementwith the ability to extend for one additional year with Rio Media & Advertising Inc. for the Lifeguard Tower Advertisements.

Environmental Status:

The requested action to approve an advertising contract for the display of public information items and advertisements on existing lifeguard towers is covered by Section 15061(b)(3) of the California EnvironmentalQualityAct (CEQA) Guidelines, which exempts activitieswhere it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Strategic Plan Goal:

Goal 2 - Fiscal Stability, Strategy A- Consider new revenue sources and opportunities to support the City's priority initiatives and projects.

For details, visit www. huntingtonbeachca. gov/ strategicplan Attachment( s):

1. Lifeguard Tower Advertising License Agreement
City of Huntington Beach Page 2 of 2 Printed on 4/ 30/ 2025 powered by LegistarT" i.
52 LIFEGUARD TOWER ADVERTISING LICENSE AGREEMENT

BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND
RIO MEDIA AND ADVERTISING INC.

This Advertising License Agreement (" Agreement") is made effective as of 2025, by andbetweentheCity of HuntingtonBeach, a Californiamunicipal corpo ation, hereinafter referred to as " City," and Rio Media and Advertising, Inc., a California corporation, hereinafter referred to as " Licensee," for the purpose of licensing certain lifeguard towerswithinthejurisdictionof Cityfor advertisingpurposes. TheLicenseeandCityare hereinafter referred to collectively or individually as "Parties" or " Party".

RECITALS:

WHEREAS, City is the owner and operator of lifeguard towers (" Towers") located on the beachesof Huntington Beach and City may usethe Towers for advertisementsto generate revenue, in additionto postingbeachinformationfor thepublic; and Licensee is engagedin the businessof installing, selling, and placing advertising on various forms of signage media anddesirestosellandplaceadvertisingontheTowers Advertising Display") andto generaterevenueto supportthegoalsandmissionof City, NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements, representations, and warranties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, and intending to belegallyboundhereby, thepartiesherebyagreeasfollows:

1. Incorporation.

The above Recitals are incorporated by referenceherein and are contractual and not mere recitals.

2. License, Facilities, and Displays.
a) City herebygrantsanexclusiveright andlicenseto LicenseeandLicensee licensesfrom City, theAdvertisingDisplayfor thePermittedUse, onthetermsandconditions hereinafter set forth in this Agreement.
b) Each Tower will have at least oneAdvertising Display which can display advertising, asdepictedin theprogramdocumentsconsistingof City' sRequestfor Proposal datedOctober 24, 2024 and Licensee's responsedatedNovember 26,2024, collectively attached heretoasExhibit A. Thesize, number, locationandpriceof eachAdvertisingDisplayshallbe asdepictedin Exhibit A. Duringtheterm, theLicenseeshallensurethateveryAdvertising Displayis in goodcondition. TheLocationslistedon Exhibit "A" aresometimesreferredto herein as the " Minimum Locations". Exhibit " A" may be supplementedand changedfrom time to time by mutual agreementin writing by the parties.
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c) TheAdvertisingDisplayswill beinitiallyprocured, assembledandinstalledby Licensee on all Towers ( collectively the (" Installations") at licensee' s expense. The AdvertisingDisplayswill belight weight, easilymovedandsafelyaffixedto theTowers. City acknowledgesthatthedisplayingof theAdvertisingDisplays, asprovidedin this paragraphis critical to generatingadvertisingrevenue. Licenseewill besolelyresponsiblefor andhavethe exclusiveright to obtainadvertisingfor theAdvertisingDisplaysubjectto this Agreement, and Licensee shall have full control of the advertising process, including advertising rates on posting, copyproduction, andthetermsandconditionsof all advertisingsalesaslongasit abidesby all laws.

3. Permitted Use.

LicenseemayreplaceanAdvertisingDisplaywith analternateAdvertisingDisplaythat needsa refresh or repair. Licensee agreesto ensurethe swap out will be made in the least disruptivemannerpossible. Uponterminationor expirationof theLicense, theLicenseeagrees to replaceall logos/advertisingwith apublicserviceannouncementprovidedby theCity and thecostsfor thepublic serviceannouncementshallbetheresponsibilityof theterminating party. Licenseeshallbepermittedto install, maintain, operate, service, replacetheAdvertising Displayswith public serviceandcommercialadvertisingdisplays, includingtheinstallationof a fasteningsystemfor theAdvertisingDisplaysthatwill allow for easyplacementandremovalof theAdvertisingDisplaysfrom theTowersandalsosecuretheAdvertisingDisplaysto the Towersduringtheperiodsthattheyaredisplayedto thepublic.

4. Term.

The term of this Agreement shall be for three (3) years, with the option to extend an additionalone (1)year, commencingontheexecutionof thisAgreementandafterapprovalby the City Council of City (" Commencement Date"), unless sooner terminated or extended, in whole or in part, asprovided in this Agreement.

5. Reserved.

6. Payments and Notices.

All Licensefeespaidhereunder, andall noticesareto beforwardedto the City atthe addressnoted below. Until Licensee is notified in writing of changeof ownership, payment will beremittedto theCity or its assigneewho hasgivenwrittennotice. All Feesshallbedeemedto havebeenreceivedontime unlessCity notifiesLicenseeof non-receiptof payment. All notices areeffective upon dispatch and must be delivered by certified mail, personal delivery or commercialcourierto City or Licenseeattherespectiveaddressesasfollows:
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General notices shall be sent to the Licensee at:

Rio Media& Advertising, Inc.

Attn: Thomas Iorio
101 Main Street, Suite 230
Huntington Beach, CA 92648
General notices shall be sent to the City at:

City of HuntingtonBeach
2000 Main Street
Huntington Beach, CA 92648
Attn.: Fire Chief
Paymentsto City shall be sentto City at:

City of Huntington Beach
P. O. Box 190
Huntington Beach, CA 92648
Attn.: City Treasurer

7. License Fees.

In considerationof City makingtheMinimum Locationsavailablefor advertising during the Term, Licensee shall pay to City License Fees of 7Q% of all revenues based on the tieredpricing structureassetforth in Exhibit A. City, or its designee, shallhavetheright to audit the books andrecords maintained by Licensee in connection with advertising including but not limited to all financial records, bank statements, cancelled checks or other proof of payment(s), costsincurredby Licenseethatis relatedto this Agreement, thatis thesubject matter of this Agreement, in a digital or electronic format, or at Licensee' s offices or via reasonablevideoconferencingmeetingandatreasonabletimes, twice peryear, uponnotless than fourteen (14) days' prior written notice to Licensee.

8. Obstructions.

Providedit is not disruptiveto City's operations, andis within their authorityandability to do so, personnelof City shallkeeptheAdvertisingDisplaysfreefrom obstructionsandwill notpermitor allow anymaterialimpairment, improvements, equipment, or otherobstructionby City or otherpartiesto materiallyinterferewith the full andundisturbedvisibility of the advertisingthereon. Licenseehastheright, aslegally permissible, to removeanyobstruction thathinderstheview of anyadvertisingcopyor messagesplacedon theSign(s) andCity will cooperate with Licensee in removing any obstructions.

9. Tower Cleaning and Maintenance.

Licenseewill periodicallycleanandmaintaintheTowersassetforth in Exhibit A. 3 25- 16396/ 376558

10. Access.

Fire DepartmentStaffwill provideLicenseewith accesswhenneededto theTowersin orderto testtheAdvertisingDisplaysandtheir fasteningsystem, delivertheAdvertising Displaysto theTowers, replaceAdvertisingDisplays, inspectionof theAdvertisingDisplays, performTowermaintenance, andto otherwiseimplementthis Agreement.

11. Other Advertising.

The licenses, right andprivileges grantedto Licensee to usethe Advertising Displays for logo/advertisingpurposesis exclusiveto Licenseeaslongasthis agreementis in effect. As of the date of this Agreement, no other advertising is contemplated on the Towers.

12. Permits.

Licensee shall obtain, at its sole cost and expense, any and all required permits, licenses, authorizations or consentsfor the advertising useof the Towers as contemplatedherein.

13. Copy Content.

City reservestheright to reviewandapproveall advertisingcontent. In addition, the messageson the Advertising Displays must not feature alcohol, tobacco, vape, gambling, politics, religion, nothingof a sexualnatureor featureadvertisementson City'svehiclesor allow any advertisements to state, " Official Vehicle Sponsor of the Huntington Beach Lifeguards." A periodof 48hoursor 2 businessdayswill beallottedfor review.

14. Hold Harmless.

Licenseeherebyagreesto protect, defend, indemnifyandhold harmlessCity, its officers, elected or appointed officials, employees, agents, and volunteers from and againstany andall claims, damages, losses, expenses,judgments, demandsanddefensecosts, and consequentialdamageor liability of anykind or nature, howevercaused, includingthose resultingfrom deathor injury to Licensee's employeesanddamageto Licensee's property, arisingdirectlyor indirectly outof theobligationsor operationshereinundertakenby Licensee, causedin wholeor in partby anynegligentactor omissionof theLicensee, anysubcontractors, anyonedirectly or indirectlyemployedby anyof themor anyonefor whoseactsanyof them maybeliable, includingbut not limited to concurrentactiveor passivenegligence, except wherecausedby theactivenegligence, solenegligence, or willful misconductof theCity.

Licensee will conduct all defenseat its sole cost and expenseand City shall approve selection of Licensee's counsel. This indemnityanddefenseobligationshallapplyto all claimsand liability, includingbutnotlimitedto, anyclaimsrelatedto whethertheapprovaloftheEventby City, ortheEventitself, isin compliancewithapplicablefederal, stateandlocallaws, and regardlessof whetheranyinsurancepoliciesareapplicable. Thepolicy limits do notactasa limitation upon the amount of indemnification to be provided by Licensee. 4 25- 16396/ 376558

15. Workers' Compensation Insurance.

Pursuant to California Labor Code Section 1861, Licensee acknowledges awareness of Section3700et seq. of this Code, which requireseveryemployerto beinsuredagainstliability for workers' compensation; Licensee covenantsthat it will comply with suchprovisions prior to commencingperformanceof thework hereunder. Licenseeshallobtainandfurnishto City workers' compensationand employer' s liability insurancein an amount of not lessthan the Statestatutorylimits. Licenseeshallrequireall subcontractorsto providesuchworkers' compensationand employer' s liability insurancefor all of the subcontractors' employees.

Licenseeshallfurnishto City a certificateof waiverof subrogationunderthetermsof the Workers' CompensationandEmployer'sLiability InsuranceandLicenseeshallsimilarly require all subcontractors to waive subrogation.

16. General Liability Insurance.

In addition to the Workers' Compensationand Employer' s Liability Insurance and Licensee'scovenantto defend, hold harmlessandindemnifyCity, Licenseeshallobtainand furnishto City, apolicy of generalpublic liability insurance, includingmotorvehiclecoverage for Licensee's operationsunderthis Agreement. This policy shallindemnifyLicensee, its officers, employeesandagentswhile actingwithin the scopeof their duties, againstanyandall claimsarisingoutof orin connectionwiththeuseof theLicensedPremises, andshallprovide coveragein not lessthanthefollowing amount: combinedsinglelimit bodily injury and propertydamage, includingproducts/completedoperationsliabilityandblanketcontractual liability, of One Million Dollars ($ 1,000,000) peroccurrence. If coverageisprovidedundera form which includesa designatedgeneralaggregatelimit, theaggregatelimit mustbeno less than One Million Dollars ($ 1,000,000) peroccurrence. If coverageis providedundera form which includesa designatedgeneralaggregatelimit, theaggregatelimit mustbeno lessthan One Million Dollars ($ 1,000,000) for the useof the Licensed Premises. This policy shall name City, itsofficers,electedorappointedofficials, employees, agents, andvolunteersasAdditional Insureds, andshallspecificallyprovidethatanyotherinsurancecoveragewhich maybe applicable to the useof the Licensed Premisesshall be deemedexcesscoverageandthat Licensee'sinsuranceshallbeprimary. Underno circumstancesshallsaidabove-mentioned insurancecontainaself- insuredretention, or a" deductible" or anyothersimilarform of limitation on the required coverage.

17. Automobile Liability Insurance.

Licensee shall obtain and furnish to City an automotive liability insurancepolicy coveringLicensee'soperationsunderthisAgreement. Thispolicyshallprovidecoveragefor Licensee' s automotive liability in an amount not less than One Million Dollars ($ 1,000, 000.00) peroccurrenceandaseparate "AdditionalInsuredEndorsement" pagelistingboththepolicy numberandnamingthe"Cityof HuntingtonBeach, itsofficers, electedorappointedofficials, employees, agentsandvolunteers" as additional insured on the endorsement. The above- mentioned insurance shall not contain a self- insured retention, " deductible" or any similar form of limitation on the required coverageexceptwith the expresswritten consent of City. 5 25- 16396/ 376558

18. Certificate of Insurance.

Provide the nameand policy number of eachcarrier andpolicy; Statethat the policy is currently in force; and
Promise that suchpolicy shall not be suspended, voided or canceledby either party, reducedin coverageor in limits except after thirty ( 30) days' prior written notice; however, ten (10) days' prior written noticein theeventof cancellationfor nonpaymentof premium.

Licensee shall maintain the foregoing insurancecoveragein force during the entire Term of this License, including any extensionsof the Term asprovided herein.

This requirement for carrying the foregoing insurancecoverageshall not derogatefrom Licensee' s defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representativeshallat all timeshavetheright to demandtheoriginalor a copyof thepolicy of insurance. Licenseeshallpay, in apromptandtimely manner,the premiumsontheinsurancehereinaboverequired.

19. Default.

If any one or more of the following events shall happen ( an " Event of Default"), then and in any such event, City may upon written notice to Licensee terminate this License: ( a) Licenseefails to payanyFeespayablehereunderwithin five (5) daysof whendueanddoesnot cure such failure within ten (10) businessdaysafter receipt of written notice from City of such delinquency and nonpayment; ( b) Licensee fails to perform any of its obligations under this License (otherthanpaymentof anyFees) andsuchfailure shallcontinuefor aperiodof twenty 20) days after notice thereof from City provided; (c) Licensee files for a voluntary petition, or hasfiled againstit anyinvoluntarypetitionfor, bankruptcywhich is not stayedor discharged within sixty (60) days, or makesa generalassignmentfor thebenefitof creditors. Any out-of- pocket, third party, reasonablechargesincurredby City asaresultof Licensee'sEventof Default shall be added as additional Fees to which Licensee shall be responsible for.

20. Termination for Convenience.

TheAgreementmaybeterminated, in wholeor in part, from timeto time, whensuch actionis deemedbyCity, in itssolediscretion, tobein itsbestinterest. Terminationofwork hereunderwill beeffectedby noticeof terminationto Licenseespecifyingtheextentto which performanceofworkisterminatedandthedateuponwhichsuchterminationbecomes effective. The date upon which such termination becomes effective will be no less than 120 days after the notice is sent.
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21. Force Majeure.

Licensee shall not be deemedto be in default hereunderand its performance shall be delayed and excusedif it is delayed or prevented from performing any of the obligations hereunder, by reasonof Force Majeure events. Licensee shall additionally not be deemedto be in default hereunderand its performance shall be delayedand excusedif Licensee is unable to sell and/or display advertising and/or conduct businesson the Towers, aswas theretofore normallysold, displayedand/or conductedin theordinarycourseof business, by reasonof any Force Majeure" event, defined to mean and include casualty, condemnation, disease, epidemics, pandemics, quarantines, laws, changesin laws, requirements, restrictions or limitationsof governmentalauthorities, flood, boycotts, embargoes, shortagesof energyor materials, acts of God, acts of the public enemy, unusually severe weather conditions, riots, rebellion, sabotage, major traffic disruptions or changes, war, terrorism, other emergency, delaysin obtainingpermitsor governmentalapprovalsnot causedby theactsor omissionsof Licensee, or anyothercircumstancesfor which Licenseeis notresponsibleandwhich arenot within Licensee' s reasonable control.

22. Notices.

Any noticeto anypartyunderthis Licenseshallbe, pursuantto thenamesandaddresses setforth above, in writing by certifiedor registeredmail, or commercialovernightdelivery service and shall be effective on the earlier of( a) the datewhen delivered and receipted for by a personattheaddressspecifiedwithin this License, or( b) thedatewhich is three (3) daysafter mailing (postageprepaid) by certifiedor registeredmail, returnreceiptrequested, to such address; providedthatin eithercasenoticesshallbedeliveredto suchotheraddressasshall havebeenspecifiedin writing by suchpartyto all partiesheretoprior to thenoticebeing delivered.

23. Waivers; Curing Defaults.
a) Thefailure of eitherpartyto insistin anyoneor moreinstancesuponthestrict performanceof anyoneor moreof theobligationsof this License, or to exerciseanyelection herein contained, shall not be construed as a waiver or relinquishment for the future of the performanceof suchoneormoreobligationsofthisLicenseoroftherightto exercisesuch election, but the sameshall continue andremain in full force and effect with respectto any subsequentbreach, act or omission. The receipt by City of the Feeswith knowledge of breach byLicenseeof anyobligationofthisLicenseshallnotbedeemedawaiverof suchbreach. b) If eitherpartyshalldefaultin theperformanceof anyof its obligationsunderthis License, theotherparty, withouttherebywaivingsuchdefault, may (butshallnotbeobligated to) performthesamefor theaccountandattheexpenseof thenonperformingparty, without noticein acaseof emergency, andin anyothercaseonly if suchdefaultcontinuesafterthecure period provided in this License.
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24. Miscellaneous.
a) All understandingsand agreementsheretofore had betweenthe parties are merged in this License which alone fully and completely expressestheir agreementandwhich is entered into after full investigation, neither party relying upon any statement or representation not embodied in this License.
b) No agreementshall be effective to changeor waive any provision of this License, in wholeor in part, unlessthesameis in writing, refersexpresslyto this Licenseandis signed by both parties.
c) This License shall bind and benefit the parties hereto and their respective successors and assigns.
d) Irrespectiveof theplaceof executionor performance, this Licenseshallbe governedbyandconstruedinaccordancewiththelawsoftheStateofCalifornia. Ifany provisionof this Licenseor theapplicationthereofto anypersonor circumstanceshall, for any reasonandto anyextent, beinvalid or unenforceable, theremainderof this Licenseandthe applicationof thatprovisionto otherpersonsor circumstancesshallnotbeaffectedbutrather shallbeenforcedto theextentpermittedby law. Thecaptions, headingsandtitles in this Licensearesolelyfor convenienceof referenceandshallnot affectits interpretation. Each covenant, agreement, obligationor otherprovisionof this LicenseonLicensee'spartto be performed, shallbedeemedandconstruedasaseparateandindependentcovenantof Licensee, not dependentonanyotherprovisionof this License. All termsandwordsusedin this License, regardlessof thenumberor genderin which theyareused, shallbedeemedto includeanyother number and any other genderasthe context may require.
e) ThisLicensemaybeexecutedin multiple counterparts, eachof which shallbe deemed an original, and all such counterparts shall together constitute one and the same instrument. Theinvalidity of anyportionof this Licenseshallnot haveanyeffectonthe balancehereof. This License shall be binding upon the parties hereto, aswell astheir successors, heirs, executorsandassigns. Any signatureto this Licensetransmittedby facsimile or e-mail ( in PDF or comparable format) shall be consideredto have the samelegal andbinding effectasanyoriginalsignature. Eachpartyrepresentsandwarrantstotheotherthatit isduly authorized to execute and deliver this License Agreement. f) This Licensehasbeenmutuallynegotiatedanddraftedandshallbeconstrued neitherfor nor againstCity or Licenseebutshallbeconstruedwithout regardto any presumptionorotherruleof constructionagainstapartycausingaprovisionto bedrafted, added or deleted.
g) Thefailureof City or Licenseeto enforceanyof therightsgivento it underthis Licensebyreasonof theviolationof anyofthecovenantsin thisLicenseto beperformedby eitherpartyshallnot beconstruedasawaiverof therightsof City or Licenseeto exerciseany suchrightsasto anysubsequentviolationsof suchcovenantsor asawaiverof anyof therights givento CityorLicenseebyreasonoftheviolationof anyofthecovenantsofthisLicense. 8 25- 16396/ 376558

25. Removal of Advertising Upon Termination.

At the end of the Term or upon earlier termination of this License Agreement, Licensee shall remove from the Towers all equipment, signs, and other personalproperty placed by it on the Towers. The Licensee may leave any pre-agreedmaterials usedon the Towers or otherwise agreedto by City, which theLicenseeshallbeentitledto leaveontheTowersattheendof the Term. On the last day of the Term ( or as soon thereafter as is reasonably practical), a duly authorizedrepresentativeof theCity andof LicenseeshalltogetherinspecttheTowersto evaluatethe stateof the Towers. Licensee shall not be liable for any pre-existing condition; however, Licenseeshallbeliable for anydamageoccurringfrom its useof theTowersfor the advertising. LicenseeshallreturntheTowersto theconditionin which theyexistedatthe beginning of the Term.

26. Sublicensing or Assignment Prohibited.

This Licenseis personalto Licensee, andLicenseeshallhavenoright to assignits rights hereunder or to sublicense this Agreement.

27. Attorneys' Fees.

In the event of litigation or other proceeding brought to enforcethis License Agreement, eachpartyshallbearitsownattorneys' feesandcosts. Theprevailingpartywill notbeentitled to recover its attorneys' fees, costs, and expenses in connection with such litigation or other proceeding from the other party.

IN WITNESS WHEREOF, the Partieshave executedthis License Agreement by and through their authorized officers on go,/ L( , 2g25. 9 25- 16396/ 376558
LICENSEE, CITY OF HUNTINGTON BEACH, a
RIO MEDIA& ADVERTISING, INC. municipal corporation of the State of California
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INITIATED AND APPROVED:

By:
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ITS: ( circle one) Secretary/ Chief Financial
REVIEWED AND APPROVED:

Officer/ Asst. Secretary - Treasurer
City Manager
APPROVED AS TO FORM:

City Attorney
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COUNTERPART
10 25- 16396/ 376558
LICENSEE, CITY OF HUNTINGTON BEACH, a
RIO MEDIA & ADVERTISING, INC. municipal co oration of the State of California
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ITS: ( circle one) Chairman/ President/ Vice
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COUNTERPART
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25- 16396/ 376558

EXHIBIT A

REQUEST FOR PROPOSALS
FOR

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CITY OF HUNTINGTON BEACH
Fire Department
Released on: October 24, 2024
Addendum# 4-
2 Table of Contents
Section I. General Description and Introduction
Section II. Schedule of Events
Section III. Project Background
Section IV. Scope of Work/ Service
Section V. Proposal Submission Requirements
Section VI. Selection Criteria
Section VII. Selection Process
Selection VIII. Submission Deadline
Section IX. Request For Additional Information
Section X. Taxes and Licenses
Section XI. Standard Terms and Conditions
2 Section I. General Description and Introduction
The City of Huntington Beach(" City') is requestingproposalsfrom qualified Vendors specializing in management and operations of advertisements/ ads placed on lifeguard towers.

The City of Huntington Beach has a total of 24 Oceanfront Lifeguard Towers. The Huntington Beach Fire Department Marine Safety Division usesthe back of the lifeguard towers to display the tower number, municipal codes, and ocean safety information. Currently, there are advertisements on the back of four of the lifeguard towers.

The successful Vendor(" Vendor") would be considered for a three( 3) year Lifeguard Tower Advertising License Agreement with the City, with the ability to extend an additional one( 1) year. By submitting a proposal, the Vendor/ Consultant accepts all terms and conditions of this RFP including the attachedsample Agreement. The Vendor would berequiredto follow any applicablerules,regulations, andguidelinesasrequiredby the federal, state, City, local, andall government agencies, including the California Coastal Commission.

Section II. Schedule of Events
This request for proposal will be governed by the following schedule:

Release of RFP October 24, 2024
Job Walk( Mandatory) November7, 2024@ l0am
o Starting Location: Lifeguard Headquarters; 101 PCH, HB, CA 92648 13 Deadline for Written Questions Novembers- 2024 by 4pm Responses to Questions Posted on Web November 2024
Proposals are Due December 3, by 4pm Nvvcuihci Mime by 4pm Proposal Evaluation Completed December 2024 ( Tentative) Approval of Contract December 2024 ( Tentative)
Section III. Project Background
There are 24 Ocean Lifeguard Towers along the coastline of Huntington City Beach between Beach Boulevard and Seapoint Avenue. All of the towers have unused space on the back of the towers, sides of the towers, and/ or roofs of the towers which could serve as spaces for various advertisements. Certain towers are more popular and have more visibility to the public than others and should/may be priced accordingly.

Lifeguard tower advertisementswill allow the City of Huntington Beachto createuniquepublic- private partnershipsin which both partiescanbenefit OtherFire DepartmentMarine Safety Divisions, suchasLA County,arealreadyestablishingthesepartnershipsandgeneratingrevenue by selling adspaceonthe back or sidesof lifeguard towers. 3 Advertising Vendors with experience in advertising on ocean lifeguard towers and with current contracts with public agencies, specifically in Southern California,, are desirable.

Section IV. Scope of Work/ Service/ Service
A) The selected Vendor shall execute a Lifeguard Tower Advertising License Agreement see Appendix B) with the City for management of the lifeguard tower ads in all selected locations.
1) The selectedVendor will provide a ProjectedAnnual BreakdownReport. The breakdown should include total monies earned through lifeguard advertisement at Huntington Beach( projected), percentage of money to be kept by the Vendor, percentage of money to be allocated and paid to the City, and projected payment dates to the City. The City prefers monthly or quarterly payments in order to track ongoing revenues.
2) All lines in the Scope of Work/ Service/ Service Section are required. The optional lines will state" optional". If the Vendor has a" substitute request" on any required or optional line, please thoroughly explain the" substitute request" and provide justification.
3) A JobWalk by the vendorwill be mandatoryfor this RFP asstatedin the Schedule of Events.
4) The Vendor would be requiredto follow anyapplicablerules,regulations, and guidelinesasrequiredby the federal, state, City, local, and all government agencies, including the California CoastalCommission.
5) Note: Certain towers are more popular and have more visibility to the public than others. Therefore,pleaseprovide aproposalbasedon different tiers to differentiate the advertisement sales revenue amounts and Projected Annual Breakdown Report per tower.
6) Tower 3 and 4 are not available at this time for advertisement through this RFP. 7) Note: During certaineventsandseasons, certaintowers aremorepopular and havemore visibility to thepublic than othersandthis shouldalsobeaccountedfor in the RFP bid submission.
8) Note: During certainevents,the advertisementsmay be requiredto betaken down andunableto berentedduring that time. Oneexampleis if there is specific event occurring. The City would provide thevendorwith advancednotice. Pleasesee Exhibit A for preliminary special events schedule.

B) The selected Vendor will be responsible for the management of the lifeguard tower ads. 1) Management of lifeguard tower ads include:
i) Providethe advertisementprinting, supplies, andserviceneededto print/attach the advertisement to the towers.
ii) Provide day-to-day operationalsupervisionandpersonnelmanagement,project management, andmaintenanceexpertisenecessaryto operatethe tower ad program.
4 iii) Provideknowledgeablestaff capableof selling advertisementsfor all lifeguard tower locations.
iv) Provide cleaning and maintenance for the lifeguard tower ads which includes but is not limited to:
o Graffiti removal
o Maintenance: Maintenance shall include any tower ad maintenance or repair from damage, at no charge to the City. This includes any advertisement that is fading, discolored, or unsatisfactoryasdeemedby the City. o Maintenanceof lifeguard towers includespower washingandcleaningthe entire outside of the lifeguard towers in order for advertisement to be shown on an overall clean tower, which would be advantageous to both the advertisement company and the City.
o Labor for all other maintenance. Rehabilitation or replacement of all tower ads determined to be in poor condition.
o Labor for all other maintenance. Rehabilitation or replacement of all tower advertisements determined to be in poor condition.
o Properlytrain andequipnon-City personnelresponsiblefor cleaningandrepairto handle all maintenance at least once every six months. Vendor will be required to email the City authorizedcontactpersonnela copy of the inspectionrecords completed every six months.
o Provide emergencymaintenance(24-hour point of contact)to ensuretower ads always maintain professional appearance.
iv) Scheduling
o Work to be performedduring regular business hours for Huntington Beach- 5: 30 a.m. to 5:00p.m., Pacific StandardTime
o Work shouldbe performedduring regularwork weekdays, Monday through Friday, unlessotherwisespecified. The following holidayswill beobserved:

New Year'sDay, Memorial Day, IndependenceDay, Labor Day, Thanksgiving Day, and Christmas Day.

Somework may be requiredon holidaysto meetpeakvisitor
demands as requested by the City.
5 v) Advertising Sales
o Operate an advertising sales organization to generate revenue:

Required: advertisementon designatedareaapprovedby the City and Vendor on the back of the oceanfront lifeguard towers.

Note: Certain towers are more popular and have more visibility to the public than others. Therefore,pleaseprovide a proposalbased on different tiers to differentiate the advertisement sales revenue amounts and Projected Annual Breakdown Report per tower.

Example of Back of Tower Advertisement( subject to change by federal, state, City, local, andall governmentagencies, including the California Coastal Commission).

TOWER
1,3 * * -

YOUR AD

54.. i4N9EAEh
HEREIIIE4BY; T14R
1 1/
AV
I i IT*
c
vv/
Optional: advertisement on designated area approved by the City and Vendor on the side of the oceanfront lifeguard towers Optional: advertisement on designated area approved by the City andVendor on the roof/top of the oceanfrontlifeguardtowers o Ensurethat the advertisingsaleseffort is robustandsufficient to support generatingrevenueto theCity andto includenonetexpensesfor maintenanceto the City of Huntington Beach.
6 o Maintenanceof lifeguardtowers includespowerwashingandcleaningthe entire outside of the lifeguard towers in order for advertisement to be shown on an overall clean tower, which would be advantageous to both the advertisement company and the City.
o Prohibittheadvertisingof drugs, smoking/vaping, alcohol, andadultcontent. o The City will approveall advertisementsprior to placementon lifeguardtowers. o If possible,try andkeepthe adsconsistentacrossall towers. o See Exhibit B for dimensions of lifeguard tower.
vi) Detailed Project Scheduleshouldbe includedto identify all tasksanddeliverablesto be performed, durationsfor eachtask, andoverall time of completion. vii) ObtainandkeepcurrentCity businesslicenseandproper insurancedocuments, endorsementdocuments, andpermit(s) asrequiredby the City of Huntington Beach.

Section V. Proposal Submission Requirements
Interestedcontractorsareto provide the City of Huntington Beachwith a thoroughproposalusing the following guidelines:

Proposalshould betyped and should contain no more than 20 typed pagesusing a 12-point font size,including transmittalletterandresumesof keypeople,but excludingIndex/Tableof Contents, tables, charts, andgraphicexhibits in the PageCount. Eachproposalwill adhereto the following order and content of sections. Proposal should be straightforward, concise and provide " layman" explanationsof technicaltermsthat areused. Emphasisshouldbeconcentratedon conforming to the RFP instructions, respondingto the RFP requirementsand Scopeof Work/ Service, and on providing a completeand cleardescriptionof the offer. Proposalswhich appearunrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the bidder' s response:

A. Vendor Application Form and Cover Letter
Complete Appendix A, " Request for Proposal- Vendor Application Form" and attach this form to the cover letter. A cover letter, not to exceedthree pages in length, should summarize key elements of the proposal. An individual authorized to bind the Vendor/ Consultant must sign the letter. The letter must stipulate that the proposal price will bevalid for aperiodof at least180days. Indicatetheaddressandtelephonenumber of the contractor' s office located nearest to Huntington Beach, California and the office from which theproject will bemanaged.

B. Background and Project Summary Section
1) The BackgroundandProject SummarySectionshoulddescribeyour understandingof the City, the work to be done, andthe objectivesto be accomplished. Refer to Scope of Work/ Service of this RFP.
2) The Backgroundand Project SummarySectionshouldprovide projections for annual revenuefor everyyearthroughthetermof thefranchiseagreement(seeAppendixA).

This section should have a Projected Annual Breakdown Report. The breakdown should include total monies earned through lifeguard advertisement at Huntington Beach(projected),percentageof moneyto bekept by theVendor,percentageof money to be allocated and paid to the City, and projected payment datesto the City. This section should also include a Detailed Project Schedule, identifying all tasks and deliverablesto beperformed, durationsfor eachtask, andoverall time of completion.

C. Methodology Section
Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work/ Service of this RFP. The Methodology Section should include:
1) An implementationplan that describesin detail (i) the methods, including controls by which the Vendor manages projects of the type sought by this RFP; ( ii) methodology for soliciting and documenting views of internal and external stakeholders; ( iii) and any otherproject managementor implementationstrategies or techniques that the respondent intends to employ in carrying out the work. 2) Detailed description of effortsVendor will undertake to achieve client satisfaction and to satisfy the requirements of the " Scope of Work/ Service" section. 3) Detailed project schedule, identifying all tasksand deliverablesto be performed, durations for each task, and overall time of completion. 4) Detaileddescriptionof specifictasksyou will requirefrom City staff. Explain what the respective roles of City staff and your staff would complete in the tasks specified in the Scope of Work/ Service.
5) Detailed advertisingrevenue.proposalfor all lifeguard towers as describedin this RFP.

D. Staffing
Providealist of individual(s)who will beworking onthis project andindicatethefunctions that eachwill perform. Include a resumefor eachdesignatedindividual.

Upon award and during the contractperiod, if the contractor choosesto assigndifferent personnel to the project, the Contractor must submit their names and qualifications including information listed aboveto the City for approvalbeforethey beginwork.

E. Qualifications
The information requested in this section should describe the qualifications of the Vendor, keystaffandsub-contractorsperformingprojectswithinthepastfiveyearsthataresimilar in sizeand scopeto demonstratecompetenceto perform theseservices. Information shall include:
1) Names of key staff that participated on named projects and their specific responsibilities with respect to this Scope of Work/ Service. 2) A summaryof theyour Vendor' sdemonstratedcapability, including length of time that your Vendorhasprovidedthe servicesbeingrequestedin this Requestfor Proposal.
8 3) Provide 1 to 5 references(Appendix A) that received similar services from your Vendor. The City of Huntington Beachreservesthe right to contact any of the organizationsor individuals listed. Information provided shall include:

Client Name
Project Description
Project start and end dates
Clientprojectmanagername,telephonenumber, ande-mailaddress Section VI. Selection Criteria
Theproposalswill beevaluatedbasedonthefollowingfactorsbutmaynotbelimitedtojust these factors:
o Compliance with RFP Requirements
o Experience& Performance Record
A history of successfullyproviding this servicein similar complexity andscalefor other agencies within Southern California is required. Efficiency and timeliness in completion of program requirements.
o Approach to Management of Lifeguard Tower Advertisements & Maintenance Program Methodology to servicingand installing lifeguard tower adsaswell asmaintenanceand schedulingplan of the lifeguard ads. This includesthe ProjectedAnnual Breakdown Report and Detailed Project Schedule. See Scope of Work/ Service section for all the listed lines/ items.
o Cost/ Price
o References
Section VII. Selection Process
Eachproposalwill bereviewedto determineif it meetstheneedsandrequirementscontained within this RFP. The City may reject anyproposalif it is conditional, incomplete, or contains irregularities, or lack of funding. The City may waive animmaterial deviation in aproposal, but this shall in no way modify the proposaldocumentor excusethe ,Vendor/Consultantfrom compliance with the contract requirements if the Vendor/ Consultant is awarded a contract.

Proposals,that meet the criteria of this RFP will be reviewed by a panel. Oral interviews may be conducted. The selected Vendor( s) will be notified, in advance, of the time and place for the oral interviews. Failure to appear at the interview will be considered non- responsive and the Vendor will be eliminated from any further consideration.

The successful Vendor/ Consultant to whom work is awarded shall, within fifteen ( 15) days after beingnotified, enterinto a contractwith the City for thework in accordancewith the specifications, and shall furnish all required documents necessary to enter into said contract.

Failure of the successful bidder to execute the contract within said fifteen( 15) days shall be just causefor theCityto contractwith thenextresponsibleVendor/Consultant. 9 Any communications,whetherwritten or verbal, with any City Councilmember,the Honorable Mayor, or City staffotherthantheindividualindicatedherein,priorto awardof acontractby City Council, is strictly prohibited. Any Vendor who violatesthis provision shall be immediately disqualified from consideration as a vendor under the terms of this RFP.

Section VIII. Submission Deadline
In orderto be considered,the Vendor/Consultantmust submitproposalto the City' sFinance Department through the online website PLANETBIDS.

Theproposalmust bereceivedon PLANETBIDS no laterthan4:00p.m. (P.S.T.) onNovember- 7- 2024 as specified in this RFP Schedule of Events.

December 3rd, 2024
There are no expressed or implied obligation for the City to reimburse Vendors for any expenses incurred in preparingproposalsin responseto this request. Materials submittedby respondents aresubjectto publicinspectionundertheCaliforniaPublicRecordsAct( GovernmentCodeSec. 6250 et seq.). Any languagepurporting to renderthe entireproposalconfidential or propriety will be ineffective and will be disregarded.

The City reservesthe right to retain all proposalssubmitted, andto useany idea in a proposal regardlessof whetheror not the proposalwas selected. Submissionof a proposalindicates acceptanceby the Vendor of the conditionscontainedin the RFP,unlessclearly and specifically notedintheproposalsubmittedandconfirmedin thecontractbetweentheCity andtheselected Vendor.

All propertyrights, includingpublicationrightsof all reportsproducedbytheselectedVendorin connectionwith servicesperform underthis agreementshallbevestedin the City.

Section IX. Request for Additional Information
Questions about this RFP must be submitted through PLANETBIDS by November; 2024 by
4p.m. (P.S.T.) asspecifiedin this RFP Scheduleof Events.

Section X. Taxes and Licenses
All taxesandlicensesrequiredfor thisproject, including, butnotlimitedto aHuntingtonBeach City businesslicenses, shallbeobtainedatthesoleexpenseof thecontractor(andany subcontractors). The contractorshall comply with all stateandcity prevailing wagelaws.

Section XI. Standard Terms and Conditions
Amendments
The City reservesthe right to amendthis RFPprior to theproposalduedate.All amendments and additional information will be posted through the PLANETBIDS Huntington beach Procurement Registry, Huntington Beach- Official City Web Site- Business- Bids& RFP's :bidders should check this web page daily for new information.

Costfor PreparingProposal
The costfor developingthe proposalis the soleresponsibilityof the bidder. All proposalssubmittedbecomethepropertyof theCity.

I0
Contract Discussions
Prior to award, the apparent successful Vendor may be required to enter into discussionswith the City to resolveany contractualdifferences. Thesediscussionsare to be finalized and all exceptions resolved within one( 1) week from notification. If no resolution is reached, the proposal may be rejectedand discussionswill be initiated with the second highest scoring Vendor. SeeAppendix B for a sample agreement.

Confidentiality Requirements
Thestaffmembersassignedtothisprojectmayberequiredto signadepartmentalnon- disclosure statement. Proposals are subject to the Freedom of Information Act. The City cannotprotectproprietary datasubmittedin proposals.

Financial Information
The City is concernedabout bidders' financial capability to perform, therefore, may askyou to provide sufficient datato allow for anevaluationof your Vendor'sfinancial capabilities.

Payment by Electronic Funds Transfer— EFT:

The City requiresthat paymentbe madedirectly to the vendor's bank accountvia an ElectronicFundTransfer(EFT) process. Banking information will needto beprovided to the City via an Electronic Credit Authorization form. A City Representativewill provide the Electronic Credit Authorization form upon intent to award. Vendor will receive an Electronic Remittance Advice with the payment details via email. It is solely the responsibility of the vendorto immediately notify the City of any changeto their information related to payments.

Insurance Requirements
City Resolution2008-63requiresthatlicensees,lessees,andVendorshaveanapproved Certificate of Insurance (not a declaration or policy) on file with the City for the issuanceof a permit or contract. Within ten (10) consecutivecalendardaysof award of contract, successfulbidder must furnish the City with the Certificatesof Insurance proving coverage as specified in Appendix C. Failure to furnish the required certificates within the time allowed will result in forfeiture of the Proposal Security.

Please carefully review the Sample Agreement and Insurance Requirements before responding to the Request for Proposal enclosed herein. The terms of the agreement, including insurance requirements have been mandated by City Council and can be modified only if extraordinary circumstances exist. Your response to the Request for Proposal must indicate if you are unwilling or unable to execute the agreement as drafted as well asproviding the insurance requirements. The City will consider this in determining responsivenessto the Requestfor Proposal.
11 EXHIBIT A

EXHIBIT A

PRELIMINARY SPECIAL EVENTS SCHEDULE

SUBJECT TO CHANGE)
Event Name Preliminary Notes
Dates/ Approximate
Duration
Pacific Air Show End of More tower viewership
September/ Beginning of due to event during this
October including event. Towers may need
preparation and cleanup
to move due to logistics
time. of the event
Preliminarily Tower 9,
11, 13, 15). This special
event is a multi- day
event and when Public
Works moves the towers
and towers are moved
right up against the
multi-usebike path
where the tower can be
visible to all path users.

US Open Early/ Mid August including More tower viewership preparation and cleanup due to event. Towers
time may need to move due
to logistics of the event.

Preliminarily Tower 1).

This special event is a
multi- day event and
when Public Works
moves the towers and
towers are moved right
up against the multi- use
bike path where the
tower can be visible to
all path users.

Darker Waves/ Beach Mid November including More tower viewership Concert preparation and cleanup due to event. Towers
time may needto move due
to logistics of the event.

This special event is a
multi- day event and
when Public Works
12 moves the towers and
towers are moved right
up against the multi- use
bike pathwherethe
tower can be visible to
all path users.

Toyota Contract Daily Toyota signage on
Lifeguard Towers 3 and

4. Tower 3 and 4 are not
available at this time for
advertisement through
this RFP.

Additional Events TBD
13'

EXHIBIT B

LIFEGUARD TOWER DIMENSIONS
Dimensions of the Back of the Lifeguard Tower.
7 feet 8 inches across the top
6 feet across the bottom
3 feet 7 inches from the bottom to the first bend
3 feet 7 inches from the first bend to the top corner
The dimensions for the bottom of the side of the tower are 6 feet wide and 3 feet 4 inches high the top part/ side flap will swing open and not be visible when the tower is open so that part of the tower was not measured). These roof dimensions and side dimensions are for the towers Tower 1 and Tower 2) closest to the pier, which are the ones that HBFD seesfit for advertisement at this time. If you would like other dimensions, please let us know.

The dimensions for the roof are:

The base of the roof in the front of the tower and the base of the roof at the back of the tower measure 11 feet 10 inches.

These roof dimensions and side dimensions are for the towers ( Tower 1 and Tower 2) closest to the pier, which are the ones that HBFD seesfit for advertisement at this time. If you would like other dimensions, please let us know.

The base of the roof on the sides of the tower measure 10 feet 3 inches.

Each forward roof ridge up to the base of the square top pyramid measures 7 feet 8 inches.

Eachrearroof ridge up to the baseof the squarepyramid measures6 feet 7 inches.

Thetop squarepyramid measures20 inchesby 20 inchesandeachroof ridge is 20 inches. 14 APPENDIX A

REQUEST FOR PROPOSAL

VENDOR APPLICATION FORM
TYPE OF APPLICANT: NEW CURRENT VENDOR
Legal Contractual Name of Corporation:

Contact Person for Agreement:

Corporate Mailing Address:

City, State and Zip Code:

E- Mail Address:

Phone: Fax:

Contact Person for Proposals:

Title: E- Mail Address:

Business Telephone: Business Fax:

Year Business was Established:

Is your business: ( check one)

NON PROFIT CORPORATION FOR PROFIT CORPORATION
Is your business: ( check one)

CORPORATION LIMITED LIABILITY PARTNERSHIP

INDIVIDUAL SOLE PROPRIETORSHIP

City of Huntington BeachBusinessLicenseNumber:

If none, you must obtain aHuntington BeachBusinessLicenseupon awardof contract.) City of Huntington BeachBusinessLicenseExpiration Date:
2 of
References of Work Performed Form
1- 5 References)
Comany Name:

1. Name of Reference:

Address:

Contact Name: Phone Number:

Email:

Dates of Business:

2. Name of Reference:

Address:

Contact Name: — Phone Number:

Email:

Dates of Business:

3. Name of Reference:

Address:

Contact Name: Phone Number:

Email:

Dates of Business:

4. Name of Reference:

Address:

Contact Name: Phone Number:

Email:

Dates of Business:

5. Name of Reference:

Address:

Contact Name: Phone Number:

Email:

Dates of Business:

APPENDIX B

LIFEGUARD TOWER ADVERTISING LICENSE AGREEMENT

BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND
This Advertising License Agreement(" Agreement") is made effective as of 2024, by andbetweenthe City of Huntington Beach, a California municipal corporation, hereinafter referred to as" City," and a
California corporation, hereinafter referred to as " Licensee," for the purpose of licensing certain lifeguard towers within the jurisdiction of City for advertising purposes. The Licensee and City are hereinafter referred to collectively or individually as "Parties" or " Party".

RECITALS:

WHEREAS, City is the owner and operator of lifeguard towers (" Towers") located on the beaches of Huntington Beach and City may use the Towers for advertisements to generate revenue, in additionto posting beachinformation for thepublic; and Licensee is engaged in the business of installing, selling, and placing advertising on various forms of signage media and desires to sell and place advertising on the Towers Advertising Display") and to generate revenue to support the goals and mission of City, NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements, representations, and warranties set forth herein and for other good and valuable consideration,the receipt andsufficiency of which areherebyacknowledged, andintendingto belegally boundhereby,thepartiesherebyagreeasfollows:

1. Incorporation.

The aboveRecitalsareincorporatedby referencehereinand arecontractualandnot mere recitals

During theterm, the Licenseeshall ensurethat everyAdvertising Display is in goodcondition.

The Locations listed on Exhibit " A" are sometimes referred to herein as the " Minimum Locations". Exhibit" A" may be supplementedand changedfrom time to time by mutual agreement in writing by the parties.
c) The Advertising Displays will be initially procured, assembledandinstalledby Licensee on all Towers ( collectively the (" Installations"). Such Installations will be at Licensee' s expense but subject to cost recovery as set forth in paragraph . The Advertising Displays will be light weight, easily moved and safely affixed to the Towers. City acknowledges that the displaying of the Advertising Displays, as provided in this paragraph is criticalto generatingadvertisingrevenue. Licenseewill besolelyresponsiblefor andhavethe exclusiveright to obtainadvertisingfor theAdvertising Display subjectto this Agreement, and Licensee shall have full control of the advertising process, including advertising rates on posting, copyproduction, andthetermsand conditionsof all advertisingsalesaslong asit abides by all laws.

3. Permitted Use.

Licensee may replace an Advertising Display with an alternate Advertising Display that needs a refresh or repair. Licensee agreesto ensure the swap out will be made in the least disruptive mannerpossible. Upon termination or expiration of the License,the Licenseeagrees to replaceall logos/advertisingwith apublic serviceannouncementprovided by the City and the costsfor thepublic serviceannouncementshall be the responsibility of the terminating party. Licenseeshall bepermitted to install, maintain, operate, service,replacethe Advertising Displayswith publicserviceandcommercialadvertisingdisplays, includingtheinstallationof a fasteningsystemfor theAdvertising Displaysthat will allow for easyplacementandremoval of theAdvertising Displays from the Towersandalso securetheAdvertising Displays to the Towersduring the periodsthat they aredisplayedto thepublic.

4. Term.

The term of this Agreement shall be ( ) year, commencingonthe executionof this Agreement and after approval by the City Council of City (" Commencement Date"), unless soonerterminatedor extended, in whole or in part, asprovided in this Agreement.

5. Reserved.

6. Payments and Notices.

All Licensefeespaid hereunder, andall noticesareto beforwardedto the City at the addressnoted below. Until Licensee is notified in writing of change of ownership, payment will beremittedto the City or its assigneewho hasgiven written notice.All Feesshall be deemedto havebeenreceivedontime unlessCity notifies Licenseeof non-receipt of payment. All notices areeffective upon dispatchandmustbe deliveredby certified mail, personaldelivery or commercialcourierto City or Licenseeatthe respectiveaddressesasfollows:

General notices shall be sent to the Licensee at:

General notices shall be sent to the City at:

City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn.: Fire Chief
Payments to City shall be sent to City at:

City of Huntington Beach
P. O. Box
Huntington Beach, CA 92648
Attn.: City Treasurer

7. License Fees.

In consideration of City making the Minimum Locations available for advertising during the Term,Licenseeshallpay to City LicenseFeesassetforth in Exhibit A. City, or its designee, shall have the right to audit the books and records maintained by Licensee in connectionwith advertisingincluding but not limited to all financial records, bank statements, cancelledchecksor otherproof of payment(s), costsincurredby Licenseethat is relatedto this Agreement, that is the subject matter of this Agreement, in a digital or electronic format, or at Licensee's offices or via reasonable video conferencing meeting and at reasonable times, twice per year,upon not lessthan fourteen( 14) days'prior written notice to Licensee.

8. Obstructions.

Provided it is not disruptiveto City's operations, andis within their authority andability to doso,personnelof City shallkeeptheAdvertisingDisplaysfreefromobstructionsandwill notpermitorallowanymaterialimpairment, improvements, equipment, or otherobstructionby City or otherpartiesto materially interferewith the full andundisturbedvisibility of the advertisingthereon.Licenseehasthe right, aslegally permissible,to removeanyobstruction that hinderstheview of any advertisingcopy or messagesplacedon the Sign(s) andCity will cooperate with Licensee in removing any obstructions.

9. Tower Cleaning and Maintenance.

Licensee will periodically clean and maintain the Towers as set forth in Exhibit A.

10. Access.

FireDepartmentStaffwill provideLicenseewith accesswhenneededto theTowersin orderto testthe Advertising Displays andtheir fasteningsystem, deliver the Advertising Displays to the Towers, replace Advertising Displays, inspection of the Advertising Displays, perform Tower maintenance, and to otherwise implement this Agreement.

11. Other Advertising.

The licenses, right and privileges granted to Licensee to use the Advertising Displays for logo/ advertising purposes is exclusive to Licensee as long as this agreement is in effect. As of the date of this Agreement, no other advertising is contemplated on the Towers.

12. Permits.

Licenseeshall obtain, at its solecostandexpense, any andall pequiredpermits, licenses, authorizations or consents for the advertising use of the Towers as contemplated herein.

13. Copy Content.

City reserves the right to review and approve all advertising content. In addition, the messageson the Advertising Displays must not feature alcohol, tobacco, vape, gambling, politics, religion, nothing of a sexualnatureor featureadvertisementson City's vehiclesor allow any advertisements to state, " Official Vehicle Sponsor of the Huntington Beach Lifeguards." A period of 48 hoursor 2 businessdayswill be allotted for review.

14. Hold Harmless.

Licenseeherebyagreesto protect, defend, indemnify andhold harmlessCity, its officers, elected or appointed officials, employees, agents, and volunteers from and against any andall claims, damages, losses, expenses,judgments, demandsanddefensecosts, and consequentialdamageor liability of anykind or nature, howevercaused, including those resulting from deathor injury to Licensee's employeesand damageto Licensee'sproperty, arisingdirectly or indirectly out of the obligationsor operationshereinundertakenby Licensee, causedin whole or in part by anynegligentactor omissionof theLicensee, any subcontractors, anyonedirectly or indirectly employedby any of them or anyonefor whoseactsany of them may be liable, including but not limited to concurrent active or passive negligence, except wherecausedby the activenegligence, solenegligence, or willful misconductof the City.

Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity anddefenseobligation shall apply to all claims and liability, including but not limited to, any claimsrelatedto whetherthe approvalof the Event by City, or the Event itself, is in compliance with applicable federal, state and local laws, and regardlessof whetheranyinsurancepoliciesareapplicable. Thepolicylimits donotactasa limitation upon the amount of indemnification to be provided by Licensee.

15. Workers' Compensation Insurance.

Pursuant to California Labor Code Section 1861, Licensee acknowledges awareness of Section3700 et seq. of this Code,which requireseveryemployerto be insuredagainstliability for workers' compensation; Licensee covenants that it will comply with such provisions prior to commencingperformanceof thework hereunder. Licenseeshall obtainandfurnish to City workers' compensation and employer' s liability insurance in an amount of not less than the State statutory limits. Licensee shall require all subcontractors to provide such workers' compensation and employer' s liability insurance for all of the subcontractors' employees.

Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the Workers' Compensation and Employer' s Liability Insurance and Licensee shall similarly require all subcontractors to waive subrogation.

16. General Liability Insurance.

In addition to the Workers' Compensation and Employer' s Liability Insurance and Licensee' s covenant to defend, hold harmless and indemnify City, Licensee shall obtain and furnish to City, apolicy of generalpublic liability insurance, including motor vehicle coverage for Licensee's operationsunderthis Agreement. This policy shall indemnify Licensee, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connectionwith theuseof the LicensedPremises, andshallprovide coveragein not lessthanthe following amount: combinedsingle limit bodily injury and property damage, including products/completedoperationsliability andblanketcontractual liability, of One Million Dollars ($ 1,000,000)per occurrence. If coverageis provided undera form which includesa designatedgeneralaggregatelimit, the aggregatelimit must be no less than One Million Dollars ($ 1,000,000)per occurrence. If coverageis providedundera form which includesa designatedgeneralaggregatelimit, the aggregatelimit must be no lessthan One Million Dollars ($ 1,000,000) for the use of the Licensed Premises. This policy shall name City, its officers, electedor appointedofficials, employees, agents, andvolunteersasAdditional Insureds, andshall specifically provide that any other insurancecoveragewhich may be applicable to the use of the Licensed Premises shall be deemed excess coverage and that Licensee's insuranceshall beprimary. Underno circumstancesshall saidabove-mentioned insurancecontaina self- insuredretention, or a" deductible" or any other similar form of limitation on the required coverage.

17. Automobile Liability Insurance.

Licensee shall obtain and furnish to City an automotive liability insurance policy coveringLicensee'soperationsunderthisAgreement. Thispolicy shallprovidecoverage for Licensee's automotiveliability in anamountnot lessthan OneMillion Dollars 1,000,000.00)per occurrenceanda separate"Additional InsuredEndorsement"pagelisting both thepolicy numberandnamingthe" City of Huntington Beach, its officers, electedor appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above- mentioned insurance shall not contain a self- insured retention, deductible" or any similar form of limitation onthe requiredcoverageexceptwith the express written consent of City.

18. Certificate of Insurance.

Prior to commencementof anyactivity hereunder,Licenseeshall furnish to City a certificate of insurancesubjectto approvalof the City Attorney evidencingthe foregoing insurance coverage as required by this Agreement; the certificate shall:
provide the nameandpolicy numberof eachcarrierandpolicy; state that the policy is currently in force; and
promisethat suchpolicy shallnot be suspended,voided or canceledby either party, reducedin coverageor in limits exceptafter thirty (30) days' prior written notice; however,ten (10) days' prior written notice in the eventof cancellationfor nonpaymentof premium.

Licensee shall maintain the foregoing insurance coverage in force during the entire Term of this License, including any extensionsof the Term asprovided herein.

This requirementfor carrying the foregoing insurancecoverageshall not derogatefrom Licensee' s defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representativeshall at all times havethe right to demandthe original or a copy of thepolicy of insurance. Licenseeshallpay, in aprompt andtimely manner,the premiumsontheinsurancehereinaboverequired.

19. Default.

If any one or more of the following events shall happen( an " Event of Default"), then and in any such event, City may upon written notice to Licensee terminate this License: ( a) Licenseefails to pay anyFeespayablehereunderwithin five( 5) daysof when dueanddoesnot cure such failure within ten( 10) business days after receipt of written notice from City of such delinquencyandnonpayment; (b) Licenseefails to perform any of its obligationsunderthis License(otherthanpaymentof anyFees) andsuchfailureshallcontinuefor aperiodof twenty 20) days after notice thereof from City provided; (c) Licensee files for a voluntary petition, or hasfiled againstit any involuntary petition for, bankruptcywhich is not stayedor discharged within sixty( 60) days, or makesa generalassignmentfor the benefit of creditors. Any out-of- pocket,thirdparty, reasonablechargesincurredby City asaresultof Licensee'sEventof Default shall be added as additional Fees to which Licensee shall be responsible for.

20. Termination for Convenience.

The Agreementmay be terminated, in whole or in part, from time to time, when such action is deemedby City, in its solediscretion,to be in its bestinterest. Termination of work hereunderwill beeffectedby notice of terminationto Licenseespecifyingthe extentto which performanceof work is terminatedandthe dateuponwhich suchtermination becomes effective. The date upon which such termination becomes effective will be no less than 120 days after the notice is sent.

21. Force Majeure.

Licenseeshall not bedeemedto be in defaulthereunderand its performanceshall be delayedandexcusedif it is delayedor preventedfrom performing any of the obligations hereunder, by reason of Force Majeure events. Licensee shall additionally not be deemed to be in default hereunderandits performanceshall be delayedandexcusedif Licenseeis unableto sell and/or display advertisingand/or conductbusinesson the Towers, aswas theretofore normally sold, displayedand/or conductedin the ordinary courseof business,by reasonof any Force Majeure" event, defined to mean and include casualty, condemnation, disease, epidemics,pandemics, quarantines, laws, changesin laws,requirements,restrictions or limitations of governmentalauthorities, flood, strikesor other labor disputes,boycotts, embargoes, shortagesof energyor materials, actsof God, actsof the public enemy, unusually severe weather conditions, riots, rebellion, sabotage, major traffic disruptions or changes, war, terrorism, other emergency, delaysin obtainingpermits or governmentalapprovalsnot caused by the actsor omissionsof Licensee, or any other circumstancesfor which Licenseeis not responsible and which are not within Licensee' s reasonable control.

22. Notices.

Any notice to anyparty underthis Licenseshall be,pursuantto the namesandaddresses setforth above, in writing by certified or registeredmail, or commercialovernight delivery service and shall be effective on the earlier of( a) the date when delivered and receipted for by a personat the addressspecifiedwithin this License, or( b) the datewhich is three(3) daysafter mailing(postageprepaid)by certifiedorregisteredmail,returnreceiptrequested,to such address;providedthatin eithercasenoticesshallbedeliveredto suchotheraddressasshall havebeenspecifiedin writing by suchparty to all partiesheretoprior to thenotice being delivered.

23. Waivers; Curing Defaults.
a) The failure of eitherparty to insist in anyoneor more instancesuponthe strict performanceof any oneor moreof the obligations of this License, or to exerciseany election herein contained, shall not be construed as a waiver or relinquishment for the future of the performanceof suchone or more obligationsof this Licenseor of the right to exercisesuch election, but the same shall continue and remain in full force and effect with respect to any subsequentbreach, act or omission. The receiptby City of the Feeswith knowledgeof breach by Licenseeof anyobligationof thisLicenseshallnotbedeemedawaiverof suchbreach. b) If eitherparty shall default in theperformanceof any of its obligationsunderthis License,theotherparty,withouttherebywaivingsuchdefault,may (butshallnotbeobligated to) perform the samefor the accountandat the expenseof the nonperformingparty, without notice in a caseof emergency, and in any other caseonly if suchdefault continuesafterthe cure period provided in this License.

22. Miscellaneous.
a)All understandingsandagreementsheretoforehadbetweenthe partiesaremergedin thisLicensewhichalonefully andcompletelyexpressestheiragreementandwhichis entered into after full investigation, neither party relying upon any statement or representation not embodied in this License.
b) No agreementshall beeffective to changeor waive anyprovision of this License, in whole or in part, unlessthe sameis in writing, refersexpresslyto this Licenseandis signedby both parties.
c) This License shall bind and benefit the parties hereto and their respective successors and assigns.
d) Irrespective of the place of execution or performance, this License shall be governed by andconstruedin accordancewith the laws of the Stateof California. If anyprovision of this License or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this License and the application of that provision to otherpersonsor circumstancesshall not be affectedbut rathershall be enforcedto the extentpermittedby law. The captions,headingsandtitles in this Licensearesolely for convenience of reference and shall not affect its interpretation. Each covenant, agreement, obligationor otherprovisionof thisLicenseonLicensee'spartto beperformed, shallbe deemed and construed as a separate and independent covenant of Licensee, not dependent on anyotherprovision of this License.All termsandwords usedin this License, regardlessof the numberor genderin which they areused, shallbe deemedto include any other numberandany other gender as the context may require.
e) This License may be executed in multiple counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. The invalidity of any portion of this License shall not have any effect on the balancehereof. This Licenseshall be binding uponthepartieshereto, aswell astheir successors, heirs, executorsandassigns.Any signatureto this Licensetransmittedby facsimile or e-mail ( in PDF or comparable format) shall be considered to have the same legal and binding effect asanyoriginal signature.Eachparty representsandwarrantsto the otherthat it is duly authorized to execute and deliver this License Agreement. f) This License has been mutually negotiated and drafted and shall be construed neither for nor againstCity or Licenseebut shall beconstruedwithout regardto anypresumptionor otherrule of constructionagainstaparty causinga provision to be drafted, addedor deleted. g) The failure of City or Licenseeto enforceany of the rights given to it underthis Licensebyreasonof theviolationof anyof thecovenantsin thisLicenseto beperformedby either party shall not be construed as a waiver of the rights of City or Licensee to exercise any suchrights asto any subsequentviolations of suchcovenantsor asawaiver of any of the rights given to City or Licenseeby reasonof the violation of any of the covenantsof this License.

23. Removal of Advertising Upon Termination.

At the end of the Term or upon earlier termination of this License Agreement, Licensee shall removefrom the Towersall equipment, signs, andotherpersonalpropertyplacedby it on the Towers. TheLicenseemay leaveanypre-agreedmaterialsusedon the Towers or otherwise agreedto by City,whichtheLicenseeshallbeentitledto leaveontheTowersattheendof the Term. On the last day of the Term ( or as soon thereafter as is reasonably practical), a duly authorized representative of the City and of Licensee shall together inspect the Towers to evaluatethe stateof the Towers.Licenseeshall not be liable for anypre-existing condition; however, Licensee shall be liable for any damage occurring from its use of the Towers for the advertising. Licenseeshall returnthe Towersto the condition in which they existedatthe beginning of the Term.

24. Sublicensingor AssignmentProhibited.

This Licenseis personalto Licensee, andLicenseeshall haveno right to assignits rights hereunder or to sublicense this Agreement.

25. Attorneys' Fees.

In the eventof litigation or otherproceedingbroughtto enforcethis LicenseAgreement, eachparty shallbearits own attorneys' feesandcosts. Theprevailing party will not be entitled to recover its attorneys' fees, costs, and expenses in connection with such litigation or other proceedingfrom the otherparty.

IN WITNESS WHEREOF, the Parties have executed this License Agreement by and through their authorized officers on 2024.

LICENSEE: CITY:

By:

Print name: Mayor
Its:

ATTEST:

By:

Print name:

Its: City Clerk
REVIEWED AND APPROVED: APPROVED AS TO FORM:

Acting City Manager City Attorney
INITIATED AND APPROVED:

Fire Chief

APPENDIX C

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Minimum Insurance Requirements
Vendor Type Additional
Automobile Professional Property Insured
Liability General Liability Liability Insurance Workers' Comp Endorsements Huntington BeachCity Council ResolutionNo. 2008-63 requiressubmittal of certificatesof insuranceevidencingthefollowing minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A: VII. SeeExhibits Al- 4for sample forms.

Email: Justin.Wessels@,surfcity-hb.org or [email protected] Phone: 714-374-5378or 714-536-5210.Fax: 714-536-5212.

Any deductibleotherthan thoseallowedin this matrix, self-insuredretentionsor similarforms of coveragelimitations or modificationsmust beapprovedbythe Risk Managerand CityAttorney of the City of Huntington Beach. NOTE: Waiversand/ or modificationsare discouragedand will heconsideredonly underextraordinary circumstances.

Contractors: My persons or entities who Minimum of Combined single limit As required by Include the contract with the City and/ or provide services to $ 1, 000, 000 per bodily injury and the State of policy number the City which are readily available and occurrence for property damage. California, with and Additional efficiently procured by competitive bidding. bodily injury, Minimum of Statutory Limits Insured personal injury $ 1, 000, 000 per and Employer' s Endorsement and property occurrence. Allows Liability Requirement
Permittees: My persons or entities who make
damages. Allows up to$ 5, 000 Insurance with statement
application to the City for any use of or
up to$ 1, 000 deductible. a limit of no below.( See Note encroachment upon any public street, waterway, deductible.( See ( Additional Insured less than 3 below.) pier, or City property. Note I below.) Endorsement is alwayscry 1,000, 000 per Vendors: My persons or entities who transfers required with General accident for Liability Ins.)
property or goods to the City which may or may bodily injury or not involve delivery and/ or installation. disease.( See Note 2 below.)
Note 1 -AutomobileLiability: TheCityof HuntingtonBeach, itsofficers,electedor appointedofficials,employees,agentsandvolunteersmustbenamedas certificate holder and as additional insured by separateattachedendorsement.Permitteeswho do not use vehicles or equipment in connection with the permit shallnot berequiredto provideautoinsurance.To beexemptfromthisrequirement,permitteesmustexecuteadeclarationsuchasExhibit 1attached.

Note 2- Workers' Compensation Exemption: If entity has no employees,a signed Declaration of Non-Employee Statusform is required.

Note 3 - Additional Insured EndorsementRequirements: The City, its officers, elected or appointed officials, employees,agents,and volunteers are to be coveredasadditionalinsuredsby separateattachedendorsement(s)asrespectsliability arisingoutof actionperformedby or on behalfof thecontractor, productsandcompletedoperationsof thecontractor,premisesowned,occupiedor usedbythecontractor,or automobilesowned, leasedor borrowedby the contractor. The coverageshall contain no special limitations on the scopeof protection afforded to the City.

HB Insurance Matrix revised 4- 7- 16( 2). xlsx 1 of 4

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Minimum Insurance Requirements
Vendor Type Additional
Automobile Professional Property Insured
Liability General Liability Liability Insurance Workers' Comp Endorsements Huntington BeachCity CouncilResolutionNo. 2008-63requiressubmittalof certificatesof insuranceevidencingthefollowing minimum limits with a California admittedcarrier with a current A.M. Best's Rating of no lessthan A: VII. SeeExhibits Al- 4for sampleforms.

Email: [email protected] Phone: 714-374-5373 Any deductibleother than thoseallowedin this matrix, self-insuredretentionsor similarforms of coveragelimitations or modificationsmustbeapprovedby theRisk Managerand CityAttorney of the City of Huntington Beach. NOTE: Waiversand/ or modificationsare discouragedand will be consideredonly under extraordinary circumstances.

Design Professionals: Professional service Minimum of
contractors who contract with the City and/ or 1,000, 000 per provide architectural and/ or engineering services occurrence and to the City. in the
Professional Services: Services that involve
aggregate.

Allows up to
the exercise of professional discretion and 10, 000
independent judgment based on an advanced or
deductible.
specialized knowledge, expertise or training
gained by formal studies or experienceor
serviceswhich are not readily or efficiently
procured by competitive bidding pursuantto HB
Muni Code 3. 02. Services includes but are not
limited to those services provided by appraisers,
architects, attorneys, engineers, instructors,
insurance advisors, physicians and other
specialized consultants.

Claims made policies are acceptableif the policy further provides that:
1)Thepolicyretroactivedatecoincideswith or precedestheprofessionalservicescontractor'sstartof work( includingsubsequentpoliciespurchasedas renewals or replacements).
2)Theprofessionalservicescontractorwill makeeveryefforttomaintainsimilarinsuranceduringtherequiredextendedperiodof coveragefollowingproject completion,includingtherequirementof addingall additionalinsureds. 3) If insuranceisterminatedfor anyreason,professionalservicescontractoragreesto purchaseanextendedreportingprovisionof atleasttwo( 2) yearsto reportclaimsarisingfromworkperformedin connectionwith this agreementor permit. 4) Thereportingof circumstancesor incidentsthatmightgiveriseto futureclaims.

HB Insurance Matrix revised 4- 7- 16( 2). xlsx 2 of 4

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Minimum Insurance Requirements
Vendor Type Additional
Automobile Professional Property Insured
Liability General Liability Liability Insurance Workers' Comp Endorsements Huntington Beach City Council Resolution No. 2008- 63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A. M. Best' s Rating of no less than A: VII. See Exhibits Al- 4for sample forms.

Email: christine. keen@surfcity- hb.org Phone: 714-374- 5373 Any deductibleotherthan thoseallowedin this matrix, self-insuredretentionsor similarforms of coveragelimitations or modificationsmust beapprovedby the Risk Manager and CityAttorney of the City of Huntington Beach. NOTE: Waiversand/ or modificationsare discouragedand will beconsideredonly underextraordinary circumstances.

Licensees/ Lessees: Any persons or entities Combined single limit Full As required by Include the who contract with the City for the use of public bodily injury and replacement the State of policy number property. property damage. cost with no California, with and Additional Minimum of coinsurance Statutory Limits Insured
1, 000, 000 per penalty and Employer' s Endorsement
occurrence. Allows provision. Liability Requirement up to$ 5, 000 Insurance with statement
deductible. a limit of no below.( See Note
Additional Insurance less than 2)
Endorsement is always 1,000, 000 per
required with General accident for
Liability Ins.)
bodily injury or
disease. ( See
Note I below.)
Note 1 - Workers' Compensation Exemption: If entity has no employees,a signed Declaration of Non-Employee Statusform is required.

Note 2- Additional Insured EndorsementRequirements: The City, its officers, electedor appointed officials, employees,agents,and volunteers are to be coveredasadditionalinsuredsbyseparateattachedendorsement(s)asrespectsliability arisingout of actionperformedby or onbehalfof thecontractor, productsandcompletedoperationsof thecontractor,premisesowned,occupiedor usedbythecontractor,or automobilesowned, leasedor borrowedbythe contractor. The coverageshall contain no special limitations on the scopeof protection afforded to the City.

HB Insurance Matrix revised 4- 7- 16( 2). xlsx 3 of 4

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Huntington Beach City Council Resolution No. 2008- 63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best' s Rating of no less than A: VII.

Any deductible other than those allowed in this matrix, self- insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/ or modifications are discouraged and will be considered only under extraordinary circumstances.

Vendor Type Minimum Insurance Requirements
Professional Liability
Design Professionals: Professional service contractors who Minimum of$ 1,000,000 per occurrence and in contract with the City and/ or provide architectural and/ or the aggregate.Allows up to$ 10,000 deductible. engineering servicesto the City.

Professional Services: Services that involve the exercise of professional discretion and independentjudgment basedon an advancedor specialized knowledge, expertise or training gained by formal studies or experience or serviceswhich are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3. 02. Services includes but is not limited to those services provided by appraisers,architects, attorneys, engineers,instructors, insuranceadvisors, physicians and other specialized consultants.

Claims made policies are acceptableif the policy further provides that:
1) The policy retroactive date coincides with or precedesthe professional servicescontractor' s start of work including subsequentpolicies purchasedas renewals or replacements). 2) Theprofessionalservicescontractorwill makeeveryeffortto maintainsimilarinsuranceduringtherequired extendedperiodof coveragefollowing projectcompletion,includingtherequirementof addingall additional insureds.
3) If insurance is terminated for any reason,professional services contractor agreesto purchasean extendedreporting provision of at leasttwo( 2) yearsto report claims arising from work performed in connection with this agreementor permit.
4) The reporting of circumstancesor incidents that might give rise to future claims.

HB Insurance Matrix revised 4- 7- 16( 2). xlsx 4 of 4
Request for Proposal ( RFP) Response
Submitted by:

Rio Media and Advertising Inc:

Website: www. riomediainc. com
Address: 101 Main Street, Suite 230, Huntington Beach, CA 92648 Cover Letter
November 26, 2024
City of Huntington Beach
Huntington Beach Fire Department Marine Safety Division Dear Selection Committee,
We areexcitedto submitour proposalfor the managementandoperationof advertisementson the City of Huntington Beach's lifeguardtowers.For over 22 years,Rio Media andAdvertising Inc. hasbeendelivering creativeand impactful advertisingsolutions,partneringwith someof the most recognizable brands, including The Irvine Company, Whole Foods, West Medical, Jack' s Surf Shop, Chapman Global Hospital, LoanMart, Procter& Gamble, California Fish Grill, Nissan, Kia, Toyota, Ford, Honda, Just Auto Insurance, LifeSource Water Systems, Literacy for All, Nanoknee, Network Capital, Newport Care, Orabell, Pinnacle Treatment Centers, Planet Beauty,RebornCabinets, ServePro, SolarMax, TheMortgage Exchange, Zero Res, andmany more.

As a locally owned and operated agency based on Main Street, overlooking the iconic Huntington BeachPier, we areproud to call Huntington Beachour homesince2007. Beyond business, our owners have been actively involved in the community, serving six years as a memberof the Pacific CoastChapterof National Charity Leagueandcurrently asa memberof Huntington Beach' s National League of Young Men. This strong foundation of community engagement underscores our commitment to maintaining the charm and values of Huntington Beach.

We bring awealth of expertisein outdoorandexperientialadvertising, and our strong community ties position us asatrustedpartnerto helpthe City maximize revenuewhile preservingthe integrity andbeautyof its lifeguard towers. Thankyou for consideringour proposal. We look forward to the opportunity to collaborateanddeliver outstandingresults.

Sincerely,
Tommy Iorio
Owner, Rio Media and Advertising Inc.
818) 605- 0945
tommy@riomediainc. com
Background and Project Summary
Understanding of the Project
The City of Huntington Beach's lifeguard towerspresenta uniqueopportunity for tasteful advertisingthat alignswith the community'svalues. By partneringwith reputablebrands,the City cangeneratesustainablerevenuethroughwell-managedpublic-private partnerships. Rio Media understands the need to balance aesthetics, compliance with California Coastal Commission regulations, and effective revenue generation strategies.

Annual Revenue Projections
We proposea tieredpricing structurebasedon thepopularity andvisibility of lifeguardtowers to optimize revenuepotential.

Tier Towers Included Projected Revenue( Annual) Vendor Share City Share Tier 1 High- traffic towers $ 500, 000 30% 70% Tier 2 Medium- traffic towers $ 300, 000 30% 70%
Tier 3 Low- traffic towers $ 200, 000 30% 70% Projected Payment Schedule: Quarterlypaymentsto the City, accompaniedby comprehensive revenue reports.

Methodology
Implementation Plan

1. Assessment& Inventory: Conductan in-depthanalysisof all lifeguard towersto identify the most effective advertising locations.

2. SalesStrategy: Leveragea dedicatedsalesteamto securepartnershipswith family- friendly, eco-consciousbrandsthat align with the Huntington Beachcommunity.

3. Design & Installation: Utilize weather- resistant materials to create visually appealing and durable advertisements, ensuring compliance with all applicable regulations.

4. Maintenance: Perform monthly maintenance, graffiti removal, and cleaningto maintain the professionalappearanceof all advertisementsandtowers.

5. Reporting& Transparency: Provide detailedquarterly financial andmaintenance reports to the City to ensure accountability.
r
Staffing
Key Personnel
Tommy Iorio ( Project Lead): 24 years of advertising experience, with a focus on outdoor and community- centered campaigns and long term customer relationships with well- known brands in Southern California.

Debbie Iorio ( Project Lead): 24 years of advertising experience, with a focus on maximizing revenuepotential andproject management.

Christian Bang ( Creative Director): Skilled in creating impactful, visually stunning ad designs tailored to unique environments.

Sylvia Kalaydjian ( Media Buyer): Over a decade of experience in skillfully allocating advertising budgets across various media channels to maximize visibility, reach the target audienceeffectively, andachieveoptimalreturnoninvestment.

Armand Acuna( Sales Lead): Proven successin developing partnerships with regional and national brands.

Qualifications
Relevant Experience
Over two decadesof outdoor advertising experience, including managing campaigns for high- profile clients such as West Medical, The Irvine Company and Procter& Gamble.

Expertisein balancingcommunity-focusedadvertisingwith strongrevenuegeneration.

Demonstrated successworking with Southern California agencies and brands to create meaningful, lasting partnerships.

Community Involvement
Our owner's six-yearmembershipin the Pacific CoastChapterof National Charity Leagueand currentmembershipin Huntington Beach'sNational Leagueof Young Men reflect our deepties to the Huntington Beach community. These roles have fostered leadership and a commitment to' servingthe city we call home.

References

1. West Medical: Multi- channel advertising campaigns for Southern California markets.

2. The Irvine Company: Regionaloutdooranddigital campaignsthat drovemeasurable results.

3. Reborn Cabinets: Creative ad campaigns tailored to homeowners.

Projected Schedule
Phase 1 ( January 2025): Conductinitial tower assessmentsanddevelopan adplacement strategy.

Phase 2 ( February- March 2025): Execute sales outreach and finalize ad contracts.

Phase 3 ( April 2025): Install ads and officially launch the program.

Ongoing: Provide quarterly maintenance, reporting, and program optimization.

Cost and Revenue Proposal
Maintenance Inclusions
Bi- annualpower washingand cleaningof all towers.

Immediate graffiti removal within 48 hours.
24-hour emergency repair response to ensure professional appearance.

Quarterly ad condition assessments with any necessary replacements or updates.

References of Work Performed Form
Name of Reference: Vince Nardo( Owner of Reborn Cabinets) Company Name: Reborn Cabinets
Email: vnardo@reborncabinets. com
Phone: 714- 812- 5018
Dates of Business: 2013 to current
Name of Reference: Dr. Hooman Shabatian( Owner of West Medical) Company Name: West Medical
Email: H@westmedical. com
Phone: 310- 927- 2704
Dates of Business: 2015 to current
Name of Reference: Kristine Everly Smith
Company Name: Irvine Company
Email: kristineconsulting@gmail. com
Phone: 714- 240- 4395
Dates of Business: 2017- 2019
Name of Reference: Austin Ferro( Owner of Nanoknee) Company Name: Nanoknee
Email: aferro@bonejointcenter. com
Phone: 805- 714- 8984
Dates of Business: 2018 to current
Name of Reference: Carla Strickland( President of Huntington Beach Republican Women) Company Name: Huntington Beach Republican Women
Email:

Phone: 714- 316- 3207
Dates of Business: 2024
Name of Reference: Osama Shehadeh( Owner of Jacks Surf Shop) Company Name: Jack's Surf Shop
Email: osameh78@yahoo. com
Phone: 714- 717- 8528
Dates of Business: 2014 to current

REQUEST FOR PROPOSAL

VENDOR APPLICATION FORM
TYPE OF APPLICANT: 0 NEW CURRENT VENDOR
Legal Contractual Name of Corporation: Rio Media & Advertising ContactPersonforAgreement: Thomas Iori0
Corporate Mailing Address: 101 Main Street, Suite 230 City, State and Zip Code: Huntington Beach, CA 92649 E- Mail Address: tommy@riomediainc. com
Phone: 818- 605- 0945 Fax: 323= 435- 0553
Contact Person for Proposals: Deborah lOrlO
Title: CFO E-MailAddress: [email protected]
Business Telephone: 714- 794- 9735 Business Fax: 323- 435- 0553 Year Business was Established:

Is your business: ( check one)
NON PROFIT CORPORATION 0 FOR PROFIT CORPORATION
Is your business: ( check one)

O CORPORATION LIMITED LIABILITY PARTNERSHIP

INDIVIDUAL SOLE PROPRIETORSHIP

PARTNERSHIP UNINCORPORATED ASSOCIATION
1 of 2
Names & Titles of Corporate Board Members
Also list Names & Titles of persons with written authorization/ resolution to sign contracts) Names Title Phone
Thomas lorio CEO 818- 605- 0945
Deborah lorio CFO 818- 605- 0944
Federal Tax Identification Number: 73- 1634245
City of Huntington Beach Business License Number: A278206 If none,you must obtain aHuntington BeachBusinessLicenseuponawardof contract.) City of Huntington Beach Business License Expiration Date: 1 0/ 31 125 2 of 2
I
k --.

ACt7RD®
DATE( MM/ DDlYYYY)
R ® CERTIFICATE OF LIABILITY INSURANCE 0510212025
THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER. THISCERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND, EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES

BELOW, THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEACONTRACTBETWEENTHEISSUINGINSURER(S), AUTHORIZED REPRESENTATIVEOR PRODUCER,AND THE CERTIFICATEHOLDER.

IMPORTANT; IfthecertificateholderisanADDITIONALINSURED,thepolicy(ies) musthaveADDITIONALINSUREDprovisionsorbeendorsed.IfSUBROGATIONISWAIVED, subjecttothetermsandconditionsofthepolicy, certainpoliciesmayrequireanendorsement. Astatementon this certificatedoesnot conferrightsto thecertificateholderIn lieu of suchendorsement(s).

CONTACT PAULA
PRODUCER NAME:

SfateFarm MICHAEL B COHEN
PHONE 949- 855- 9677 FAX
No);
949. 855- 4354
INC. No. EMI:
ry
GO 25212 MARGUERITE PKWY, STE 130
E-MAIL
[email protected]:

MISSION VIEJO, CA 92692 INSURER( S) AFFORDING COVERAGE NAIC R INSURER; State Farm General Insurance Company 25151

INSURED INSURER B
ElRIO MEDIA& ADVERTISING, INC. DBA RIO MEDIA INSURER C:

ADVERTISING AGENCY INSURER D: EJ
101 MAIN ST, STE 230 INSURERE:

ElHUNTINGTON BEACH, CA 92648- 8127 INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO
INDICATED. CNOTTWITHSTANDINGANY IREQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WIDTH RESPECTPOLICYVE

FOR THE

TO WHICH THIS
CERTIFICATEMAYBEISSUEDORMAYPERTAIN, THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS,EXCLUSIONSANDCONDITIONSOFSUCHPOLICIES.LIMITSSHOWNMAYHAVEBEENREDUCEDBYPAIDCLAIMS.

INSR ADM SUM POLICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE INSO yyyp POLICY NUMBER IMMIDD! YYYY) ( MMlODIYYYYI X
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1, 000, 000 DAMAGE TO RENTED 1, 000, 000
CLAIMS- MADE [ X1 OCCUR
PREMISES( Ea occurrence) E
MED EXP( My one person) $ 5, 000
A Y 92- B8- M090- 2 08/ 25/ 2024 08/ 25/ 2025 PERSONAL& ADV INJURY S 2,000,000 P
GENERAL AGGREGATE $ 2, 000, 000 —
GE ' I_ AGGREGATE LIMIT APrPLIES PER' 2, 000, 000
X POLICY I 1Terl—] LOC
PRODUCTS- COMP/ OP AGG $
S
OTHER: COMBINED SINGLE LIMIT $ 1,000, 000
AUTOMOBILE LIABILITY Y 92- B8- M090- 2 08/ 25/ 2024 08/ 25/ 2025 _( Ea annidenl) BODILY INJURY( Per person) I.

ANY AUTO
A OWNED SCHEDULED BODILYINJURY(Per accident) $

AUTOS ONLY AUTOS DAMAGE
HIRED NON- OWNED PROPERTYtl
AUTOS ONLY f AUTOS ONLY

UMBRELLA LIAB OCCUR

EACH OCCURRENCE

EXCESS LIAR CLAIMS- MADE

AGGREGATE S
S

DED RETENTIONS

WORKERS COMPENSATION PERTUTE ERH
AND EMPLOYERS' LIABILITY Y/ N E. L. EACH ACCIDENT $

ANY PROPRIETOR/ PARTNER/ EXECUTIVE N I A
OFFICER/ MEMBER EXCLUDED? E. L. DISEASE- EA EMPLOYEE $ Mandatory In NH)
i If yes, describe under E.L. DISEASE- POLICYLIMIT $
DESCRIPTIONOF OPERATIONSbelow _ ,
1 DESCRIPTION OF OPERATIONS( LOCATIONS I VEHICLES ( AGGRO 1Qt, Additional Remarks Schedule, may be attache/dPHO`
if
tt-U irrrPqu1rl)FOF(tdI
ADDITIONAL INSURED: CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EM LO ; AGENTS, AND VOLUNTEERS DV_
iICl IACL !• VSU
CITY tiTfLDtt' i EY
I_IOTTA
CIT' OFHUNTINGtONBEACH

CERTIFICATE HOLDER

CANCELLATION

SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORE

I THE EXPIRATIONDATETHEREOF, NOTICEWILL BE DELIVEREDIN ACCORDANCEWITHTHEPOLICYPROVISIONS.

ADDITIONAL INSURED: CITY OF HUNTINGTON BEACH

AUTHORIZED REPRESENTATIVE
2000 MAIN STREET
HUNTINGTON BEACH, CA 92648
I C11- C. ti- • 0(`( t f
ATTN: RISK MANAGEMENT/ FIRE DEPT.

I 1988-2015ACORDCORPORATION. Allrightsreserved.

ACORD 25( 2016/ 03) The ACORD name and logo are registered marks of ACORD 1001486 132848. 13 44. 22- 2020

ACORCP CERTIFICATE OF LIABILITY INSURANCE
DATE( MM1DDIYYYY)
05/ 05/ 2025
THIS CERTIFICATE IS ISSUED. AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE. HOLDER. THIS .

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE. COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL' INSURED, the- policy( lIes) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and, conditions of the policy, certain policies may require an endorsement; A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER NAMECT AutomaticDataProcessingInsuranceAgency,Inc.

Automatic Data Processing Insurance Agency, Inc. PHONE Exg: 1- 800- 524- 7024 FAXNo):

E-MAILADDRESS:A
1 Adp. Boulevard INSURER( S) AFFORDING COVERAGE NAIC 0
Roseland NJ 07068 . INSURER A:. Hartford Casualty Insurance Company 29424 INSURED Rio Media& Advertising INSURER B:

INSURERC:
101 Mein St Ste 230 . INSURER D:

INSURER E:

Huntington Beac CA 92648 INSURER F:

COVERAGES CERTIFICATE NUMBER: 4293816 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR, CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED. BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ INSR ADM SUER . POLICY EFF POLICY EXP

LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDA' YYY) ( MMIDD/ YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE' $ .

RENTD
CLAIMS- MADE OCCUR PREMSSO(Eaoccurrence) $ -
MED EXP( Any one person) S .

PERSONAL& ADV INJURY $
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE. ' $ POLICY n ilE& LOC PRODUCTS- COMPIOPAGG $
OTHER
AUTOMOBILE LIABILITY • COMBINED SINGLE LIMIT . $ , Ea accident)
ANY AUTO BODILY INJURY( Per person) $
OWNED SCHEDULED BODILY INJURY( Per accident) $

AUTOS ONLY AUTOS
HIRED NON- OWNED PROPERTY DAMAGE $
AUTOS ONLY _ AUTOS ONLY " , Per accident) '
UMBRELLA LIAB _ OCCUR EACH OCCURRENCE . $
EXCESS LIAB CLAIMS- MADE • AGGREGATE

DEO RETENTIONS

WORKERS COMPENSATION
XI PSERRTiJTE
0TH-

AND EMPLOYERS' LIABILITY
ER

ANY PROPRIETORIPARTNERIEXECUTIVE
YIN
E. L. EACH ACCIDENT _$ 1, 000, 000
A OFFICEWMEMBER EXCLUDED? N NIA N 76WEGZ13950 03/ 17/ 2025 03/ 17/ 2026 1, 000, 000Mandatory in NH) E L. DISEASE- EA EMPLOYEE $.

If Yes, describe under ' -
DESCRIPTION OF OPERATIONS below E. L. DISEASE- POLICY LIMIT $ 1, 000, 000 DESCRIPTIONOFOPERATIONSI LOCATIONSI VEHICLES(ACORD101,AdditIonal RemarksSchedule,may be.attachedITmore spaceis required) .

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION. DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main St AUTHORIZED REPRESENTATIVE
Huntington Beach CA 92648 . Ls,,..)><.14».:.
i
01988- 2015. ACORD, CORPORATION. All, rtghts reserved.

ACORD 25( 2016103) ' . The ACORD name and logo areregistered marks of ACORD BM Policy No. 92 B8M090 2 05D3— FA64
CMP- 4786. 1

Page 1 of 2 ends

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CMP- 4786. 1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS Scheduled)
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Policy Number: 92 B8M090 2
Named Insured:

RIO MEDIA & ADVERTISING INC

DBA RIO MEDIA ADVERTISING
AGENCY
Name And Address Of Additional Insured Person Or Organization:

CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS,

EMPLOYEES, AGENTS, AND VOLUNTEERS
ATTN: RISK MANAGEMENT/ FIRE DEPARTMENT
2000 MAIN STREET
HUNTINGTON BEACH, CA 92648

1. SECTION II — WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II — LIABILITY is amended to in- sured is required by a contract or agree- elude, as an additional insured, any person or ment, the insurance provided to the organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for " bodily injury", that which you are required by the contract property damage", or" personal and adverbs-
or agreement to provide for such addition-ing injury" caused, in whole or in part, by: al insured; and a. Ongoing Operations
c. If the contract or agreement between you
1) Your acts or omissions; or and the additional insured is governed by 2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782. 05, the insurance provided to the additional insured is the lesser of that
in the performance of your ongoing opera- which:
tions for that additional insured; or
Products— Completed Operations
1) Is allowed for the satisfaction of a de-
b. p P fense or indemnity obligation by Cali-
Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the " products- 2782. 05 for your sole liability; or completed operations hazard". 2) You are required by contract or However, Paragraph 1. above is subject to the agreement to provide for such addi- following: tional insured.
a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or" suit" is tendered to us.

O, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with Its permission.

CONTINUED
CMP-4786r1

Page 2 ends

2. Any insurance. provided to the additional in- 3) The, nature :and locationof anyinjury sured shall only apply with respect to a claim or damage arising out of:the "occur made or a " suit" brought for damages ' for rence" or offense; which you are provided coverage. b. Tender.the.defense and indemnityof any

3.. With respect to the insurance afforded to the claim: or "suit" to us and to all other insur- additional insured, the following is added to ers who may have insurancepotentially:

SECTION II- LIMITS OF INSURANCE: available to the additional insured; and • If coverage provided to the additional insured c. Agree to make availableany other insur- is required by contract or agreement, the most ance the additional insured has: for de- we will pay on, behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION II - a Required by the contract or agreement; or LIABILITY:
b. Available under the applicable Limits Of 5. With. respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces. SEC- TION II - LIABILITY of Paragraph 7. Other
This endorsement shall not increase the .ap- Insurance' of SECTION LAND. SECTION II plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS:

Declarations.
a. This insurance is primary to and will not

4. With' respect to the insurance afforded to the seek contributionfrom any other insurance additional insured, the following is added to. available to the additional insured; provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is.-a named in= rence, Offense, Claim Or Suit of SECTION sured under such other insurance.

II- GENERAL CONDITIONS: b. Regardless , of any agreement between The. additional insured must you and the additionalinsured, this insur- ance is excess over any other insurance
a. See to: it that we are notified as soon as whether- primary,. excess, contingent' or on practicable of an " occurrence" or an of- any other. basis for which theadditional in- fence which may result in a claim. To the sured' has been added as an additional in extent possible, notice should include: sured on other policies, I) How, when : and where the " occur-
There will be no refund of premium in the event
rence" or offense took place; . this endorsement is cancelled. 2) The' names.andaddressesof any in-
jured persons and witnesses; and All otherpolicyprovisionsapply.

CMP- 4786. 1 1007033 148011 08-21-2014
Copyright.StateFarmMutualAutomobileInsuranceCompany,2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

BM Policy No. 92 B8M090 2. 05D3— FA64
C
oPagee 1 of
7 f 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP- 4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST

OTHERS TO US
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Policy Number: 92 B8M090 2
Named Insured:

RIO MEDIA & ADVERTISING INC

DBA RIO MEDIA ADVERTISING
AGENCY
Name And Address Of Person Or Organization:

CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS,

EMPLOYEES, AGENTS, AND VOLUNTEERS
ATTN: RISK. MANAGEMENT/ FIRE DEPARTMENT
2000. MAIN STREET
HUNTINGTON BEACH, CA 92648
The following is added to Paragraph 10. b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS:

We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of:
a. • Your ongoing operations; or.
b. " Your work" done under contractwith that person or organizationand includedin the "products- completed operations hazard".

This waiver applies only to the person or organization shown in the Schedule.

All other policy provisions apply.

CMP- 4787 1006225 137715. 1 11- 19- 2013
Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

City Council/Public Financing AuthorityJune 2, 2026

City Council/Public Financing Authority
June 2, 2026