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HomeMy WebLinkAboutCaltrans - DCO Beachwalk - Elan - Hoag Memorial - Amcal Oceana - 2014-07-21yy -T^ 6 !m( to gI 7 f e Vic:- Dept. ID PW 14-040 Page 1 of 3 Meeting Date: 7/21/2014 0kwt 7.0 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 7/21/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works SUBJECT: Approve and authorize execution of four Caltrans Landscape Maintenance Agreements and four License Agreements for the Beach & Ocean, Elan, Hoag and Oceana Development Projects on Beach Boulevard Statement of Issue: Public landscape areas along Beach Boulevard are within the State of California Department of Transportation (Caltrans) right-of-way, therefore, as a Condition of Approval for new development projects with Beach Boulevard frontage, Caltrans requires that a Landscape Maintenance Agreement be executed which obligates the City to maintain this landscape area. The City then "transfers" this continuing maintenance responsibility/liability to the adjacent property owner through the execution of a separate (nearly identical) "companion" Agreement between the City and the owner/developer. These agreements are now presented for Council approval and execution for four recent developments on Beach Boulevard (Beach & Ocean, Elan, Hoag and Oceana). Financial Impact: No funding is required for this action. Recommended Action: A) Approve and authorize the Mayor and City Clerk to execute Landscape Maintenance Agreements between the State of California and the City of Huntington Beach for maintenance of landscaping improvements within the State right-of-way along the Beach Boulevard project frontage for four (4) new development projects (Beach & Ocean, Elan, Hoag and Oceana) on Beach Boulevard; and, B) Approve and authorize the Mayor and City Clerk to execute and record License Agreements between the City of Huntington Beach and the owner(s)/developer(s) for the installation and continuing maintenance of landscaping improvements for four(4) new development projects (Beach & Ocean, Elan, Hoag and Oceana) within the public right-of-way on Beach Boulevard. Alternative Action(s): A) Do not authorize execution of the Landscape Maintenance Agreement with the State of California for any/all of the subject development projects (Beach & Ocean, Elan, Hoag and Oceana) and direct staff accordingly. This alternative action may prevent the developer from satisfying the Conditions of Approval for this development. B) Do not authorize execution of the License Agreement between the City and the owner/developer for any/all of the subject development projects (Beach & Ocean, Elan, Hoag and Oceana) for the maintenance of landscaping improvements in the public right of way Item 10. - 1 l iB -96- Dept. ID PW 14-040 Page 2 of 3 Meeting Date: 7/21/2014 on Beach Boulevard, and direct staff accordingly. Absent this License Agreement, the City would be responsible for the landscaping maintenance, pursuant to the execution of the Agreement for Landscape Maintenance between the City and Caltrans. This alternative action would result in increased future maintenance costs for the City and may prevent the developer from meeting the Conditions of Approval for their development. Analysis: The Beach & Ocean, Elan, Hoag and Oceana developments are located within the boundaries of the Beach -Edinger Corridor Specific Plan and are therefore subject to the development requirements of the Specific Plan. These requirements include the installation of special landscaping and other improvements in the public right-of-way along the project Beach Boulevard frontage. Because the City does not desire to inherit future maintenance costs and responsibility for these improvements, the Conditions of Approval for these developments require that owner/developer provide a landscape maintenance agreement to address the continuing maintenance (including costs and liability) for all landscaping, irrigation, street furniture, and enhanced hardscape that encroaches into the State (Caltrans) right-of-way along Beach Boulevard. In addition to landscaping and irrigation, the agreement is to address enhanced sidewalk cleaning, trash cans, disposal of trash, signs, tree replacement and all other aspects of maintenance for areas in Caltrans' right-of-way. It is Caltrans' policy to only enter into such agreements with other governmental agencies, not private developers/owners. Consequently, there are two agreements necessary to adequately address this landscape maintenance responsibility: one between the State of California and the City of Huntington Beach, and a second companion agreement between the City and the private developer/owner, which transfers the maintenance responsibility from the City to the developer. Caltrans will not provide final signatures and execute the agreement until it is first approved and signed by the public agency. Public Works Commission Action: Not required for this action. Environmental Status: The subject request is exempt pursuant to the California Environmental Quality Act. Strategic Plan Goal: Enhance economic development Attachment(s): 1. Landscape Maintenance Agreement within State Highway Right of Way on Route 39 within the City of Huntington Beach (between Caltrans and the City for Maintenance of Landscaping Improvements along the Beach Boulevard Project Frontage for the Beach & Ocean project). 2. Landscape Maintenance Agreement within State Highway Right of Way on Route 39 within the City of Huntington Beach (between Caltrans and the City for Maintenance of Landscaping Improvements along the Beach Boulevard Project Frontage for the Elan project). 3. Landscape Maintenance Agreement within State Highway Right of Way on Route 39 within the City of Huntington Beach (between Caltrans and the City for Maintenance of Landscaping Improvements along the Beach Boulevard Project Frontage for the Hoag project). 4. Landscape Maintenance Agreement within State Highway Right of Way on Route 39 within the City of Huntington Beach (between Caltrans and the City for Maintenance of Landscaping Improvements along the Beach Boulevard Project Frontage for the Oceana project). HB -97- Item 10. - 2 Dept. ID PW 14-040 Page 3 of 3 Meeting Date: 7/21/2014 5. License Agreement between the City of Huntington Beach and DCO Beachwalk, LLC, to Provide Installation and Maintenance of Landscaping and Hardscaping Improvements in the Public Right -of -Way (for the Beach & Ocean project). 6. License Agreement between the City of Huntington Beach and Elan Huntington Beach, LLC, to Provide Installation and Maintenance of Landscaping and Hardscaping Improvements in the Public Right -of -Way (for the Elan project). 7. License Agreement between the City of Huntington Beach and Hoag Memorial Hospital Presbyterian, A California Nonprofit Public Health Benefit Corporation, to Provide Installation and Maintenance of Landscaping and Public Improvements in the Public Right -of -Way (for the Hoag project). 8. License Agreement between the City of Huntington Beach and Amcal Oceana Fund, LP, to Provide Installation and Maintenance of Landscaping and Public Improvements in the Public Right -of -Way (for the Oceana project). Item 10. - 3 HB -98- i_ �� ' � .?� - �' T �g �� ��, i.: it is :S' � Z -� �� � � : C Y 9 _ - M' _ .4i �� - LANDSCAPE MAINTENANCE AGREEMENT WITHIN STATE HIGHWAY RIGHT OF WAY ON ROUTE 39 WITHIN THE CITY OF HUNTINGTON BEACH THIS AGREEMENT is made effective this sr day of %JTt,G. , 2014, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as "STATE" and the City of Huntington Beach; hereinafter referred to as "CITY" and collectively referred to as "PARTIES". SECTION I RECITALS 1. PARTIES desire to work together to allocate their respective obligations relative to newly constructed or revised improvements within STATE's right of way by Permit Number 12-6RW-0626. 2. This Agreement addresses CITY responsibility which can include, but is not limited to landscaping, planting, irrigation systems, mulches, control litter and weed removal (collectively the "LANDSCAPING") as well as CITY responsibility which can include, but is not limited to hardscaping, Biofiltration Swales, Linear Radial Gross Solid Removal Devices, sidewalks, driveways, bike paths, and parking restriction signs (collectively the "IMPROVEMENTS") placed within State Highway right of way on State Route 39, as shown on Exhibit "A", attached to and made a pail of this Agreement. NOW THEREFORE, IT IS AGREED AS FOLLOWS: SECTION I1 AGREEMENT 3. In consideration of the mutual covenants and promises herein contained, CITY and STATE agree as follows: 3. L PARTIES have agreed to an allocation of maintenance responsibilities that includes, but is not limited to, inspection, providing emergency repair, replacement, and maintenance, (collectively hereinafter "MAINTAIN/MAINTENANCE") of LANDSCAPING as shown on said Exhibit "A." 3.2. When a planned future improvement is constructed and/or a minor revision has been effected with STATE's consent or initiation within the limits of the STATE's right of way herein . described which affects PARTIES' Division of Maintenance's responsibility as described herein, PARTIES will agree upon and execute a new dated and revised Exhibit "A" which will be made a part hereof and will thereafter supersede the attached original Exhibit "A" to thereafter become a part of this Agreement. The new exhibit can be executed only upon written consent of the PARTIES hereto acting by and through their authorized representatives. No formal amendment to this Agreement will be required. 4. CITY agrees, at CITY expense, to do the following: 4.1. CITY may install, or contract, authorizing a licensed contractor with appropriate class of license in the State of California, to install and thereafter will MAINTAIN (Section 27 of the Streets and Highways Code) LANDSCAPING conforming to those plans and.specifications (PS&E) pre -approved by STATE. 4.2. CITY will submit the final form of the PS&E, prepared, stamped and signed by a licensed landscape architect, for LANDSCAPING to STATE's District Permit Engineer for review and approval and will obtain and have in place a valid necessary encroachment permit prior to the start of any work within STATE'S right of way. All proposed LANDSCAPING must meet STATE's applicable standards. 4.3. CITY shall ensure that LANDSCAPED areas designated on Exhibit "A" are provided with adequate scheduled routine MAINTENANCE necessary to MAINTAIN a neat and attractive appearance. 4.4; An encroachment permit rider may be required for any changes to the scope of work allowed by this Agreement prior to the start of any work within STATE's right of way. 4.5. CITY contractors will be required to obtain an encroachment permit prior to the start of any work within STATE's right of way. 4.6. To furnish electricity for irrigation system controls, water, and fertilizer necessary to sustain healthy plant growth during the entire life of this Agreement. 4.7. To replace unhealthy or dead plantings when observed or within 30 days when notified in writing by STATE that plant replacement is required. 4.8. To prune shrubs, tree plantings, and trees to control extraneous growth and ensure STATE standard lines of sight to signs and corner sight distances are always maintained for the safety of the public. 4.9. To MAINTAIN, repair and operate the irrigation systems in a manner that prevents water from flooding or spraying onto STATE highway, spraying parked and moving automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that becomes a hazard to vehicular or pedestrian/bicyclist travel. 4.10. To control weeds at a level acceptable to the STATE. Any weed control performed by chemical weed sprays (herbicides) shall comply with all laws, rules, and regulations established by the California Department of Food and Agriculture. CITY shall report all chemical spray operations quarterly (using Form LA 17) to the STATE at the address below: Department of Transportation District 12, Maintenance Maintenance Manager 3347 Michelson Drive, Suite 100 Irvine CA 92612 4.11. To remove LANDSCAPING, IMPROVEMENTS and appurtenances and restore STATE owned areas to a safe and attractive condition acceptable to STATE in the event this Agreement is terminated as set forth herein. 4.12. To furnish electricity and MAINTAIN lighting system and controls for all street lighting systems installed by and for CITY. 4.13. To inspect LANDSCAPING, IMPROVEMENTS on a regular monthly or weekly basis to ensure the safe operation and condition of the LANDSCAPING. 4.14. To expeditiously MAINTAIN, replace, repair or remove from service any LANDSCAPING, IMPROVEMENTS system component that has become unsafe or unsightly. 4.15. To MAINTAIN all driveways, sidewalks/bike paths within the Agreement limits of the STATE highway right of way, as shown on Exhibit A, at CITY expense. MAINTENANCE includes, but is not limited to, concrete repair, replacement and to grind or patch vertical variations in elevation of driveway/sidewalks/bike paths for an acceptable walking and riding surface, and the removal of dirt, debris, graffiti, weeds, and any deleterious item or material on or about driveway/sidewalks/bike paths or the LANDSCAPING, and IMPROVEMENTS in an expeditious manner. 4.16. To MAINTAIN all parking or use restrictions signs encompassed within the area of the LANDSCAPING. 4.17. To allow random inspection of LANDSCAPING, and IMPROVEMENTS, street lighting systems, driveway/sidewalks/bike paths and signs by a STATE representative. 4.18. To keep the entire landscaped area policed and free of litter and deleterious material. 4.19. To expeditiously repair any STATE facility damage ensuing from CITY's LANDSCAPE and/or IMPROVEMENTS, sign and presence and, activities, including but not limited to, damage caused by plants and plants roots and to reimburse STATE for its costs to repair the STATE facility damage ensuing from CITY's LANDSCAPE and/or IMPROVEMENTS presence and activities should STATE be required to cure a CITY fault. 4.20. All work by or on behalf of CITY will be done at no cost to STATE. 5. STATE agrees to do the following: 5. L May provide CiTY with timely written notice of unsatisfactory conditions that require correction by the CITY. However, the non -receipt of notice does not excuse CITY from maintenance responsibilities assumed under this Agreement. 5.2. Issue encroachment permits to CITY and CITY contractors at no cost to them. 6. LEGAL RELATIONS AND RESPONSIBILITIES: 6.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third PARTIES not PARTIES to this Agreement, or affect the legal liability of either PARTY to this Agreement by imposing any standard of care respecting the design, construction and maintenance of these STATE highway improvements or CITY facilities different from the standard of care imposed by law. 6.2. If during the term of this Agreement, CITY should cease to MAINTAIN the LANDSCAPING and IMPROVEMENTS to the satisfaction of STATE as provided by this Agreement, STATE may either undertake to perform that MAINTENANCE on behalf of CITY at CITY's expense or direct CITY to remove or itself remove LANDSCAPING and IMPROVEMENTS at CITY's sole expense and restore STATE's right of way to its prior or a safe operable condition. CITY hereby agrees to pay said STATE expenses, within thirty (30) days of receipt of billing by STATE. However, prior to STATE performing any MAINTENANCE or removing LANDSCAPING and IMPROVEMENTS, STATE will provide written notice to CITY to cure the default and CITY will have thirty (30) days within which to affect that cure. 6.3. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement with the exception of those actions of STATE necessary to cure a noticed default on the part of CITY. 6.4. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction, arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement. 7. PREVAILING WAGES: 7.1. Labor Code Compliance- If the work performed on this Project is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public work" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements in its contracts for public work. Work performed by CITY'S own forces is exempt from the Labor Code's Prevailing Wage requirements. 7.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement when the work to be performed by the subcontractor is a "public work" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts. 8. INSURANCE: 8.1. CITY is self insured- CITY agrees to deliver evidence of self -insured coverage in a foam satisfactory to STATE, along with a signed copy of the Agreement. 8.2. CITY is using Contractor- If the work performed on this Project is done under contract, CITY shall require its contractors to maintain in force, during the term of this agreement, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming the STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement. 9. TERMINATION - This Agreement maybe tenninated by timely mutual written consent by PARTIES, and CITY's failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE. 10. TERM OF AGREEMENT -This Agreement shown on its face sheet and shall remain in terminated at any time upon mutual consent STATE for cause. shall become effective on the date first full force and effect until amended or of the PARTIES or until terminated by PARTIES are empowered by Streets and Highways Code Section 114 & 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written. CITY OF HUNTINGTON BEACH, a Municipal Corporation of the State of California Mayor � INITIATED AND APPROVED: Director of Public Porks *--DPPROVED: APPROVED AS TO FORM: ity Attorney U STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION MALCOLM DOUGHERTY Director of Transportation By: �C. /Q r-7--W James Pinheiro Foe: Deputy District Director Operations and Maintenance District 12 I I I) I I I ail i1 I II I I rr,'x r ,tl I II I I I I I I I,I 0 tl I i ICI I I I K I ICI � I I I I I' i 91 � 6t l I I I p CURB fi 1 SIDEWALK i LOJ t_ T o I LEGEND Is -=,."I AREAS `LANDSCAPED TO BE MAINTAINED BY CITY AREAS HARDSCAPED TO BE MAINTAINED BY CITY SCALE: 1"=70' CONSULTING ENGINEERS/SURVEYORS/PLANNERS IMPROVEMENT AREA PER MAINTENANCE AGREEMENT 4100 Newport Piece Drive - Suite 200 Tel(949)756-6440 Newport Beach, Califomia 92660 - Fax (949) 756.6444 _7 -- ,�----------- IN BEACH IkrA'LWAAPAIRTlMBIWfX 19891-19895 BEACH BLVD HUNTINGTON BEACH - 12-ORA-39 PM 1.63 -u /0 STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION �y,,,p��r ADA Notice REPORT OF CHEMICAL SPRAY OPERATIONS ��� �l9x� (N��� For individuals with sensory disabilities, this document is available in alternate LA - 17 (REV. 04/2001) formats. For information call (916) 654-6410 or TOO (916) 654-3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. REPORT OF CHEMICAL SPRAY OPERATIONS WEEK ENDING DATE A CHEMICAL MIXTURE AND PERCENT ACTIVE MATERIAL WATER RATE APPLICATION PER SQUARE FOOT OR ACRE CHECK PROPER BOX CHEMICAL USED A B C D Q Z Q O TUE THU FRI SAT RESIDENT ENGINEER COMMENTS: DESCRIPTION B PLANTING SPRAYED I PEST KILLED U w cl� W U)z m � 2 U) — a. W U a. W O Up _ (9 � (9 W Q co Z � u) = 2 LIJ J U U W U) PROEJCT NUMBER C ❑C DESCRIPTION OF AREA (STA., LOOP, ETC.) COPY TO: DISTRICT MAINTENANCE FOR FILE City ®f Huntington Bead. 2000 Main Street Huntington Beach, California 92648 Certificate of Self Insurance Memorandum Number: FY 13/14, No. 006 This evidence of coverage is used as a matter of information only and confers no rights upon the Certificate Holder. This evidence of coverage does not amend, extend or alter the coverage afforded by the memoranda listed below. Certificate Holder: City of Huntington Beach Coverage Effective: 1/ 1/ 14 Coverage Expires: 1/ 1/ 15 This is to certify that the City of Huntington Beach is self -insured for general liability claims. Sufficient cash reserves to afford coverage for uninsured losses are maintained at $1,000,000. Type of Coverage: General Liability, Comprehensive Auto Liability, Employer's Liability Coverage Limit of Liability/Coverage: $1,000,000 Combined Single Limit per Occurrence Certificate Requested By: Patricia Williams, Risk Management Description of Operation, Vehicle or Property: This certificate is issued as proof of the City of Huntington Beach's self insurance status. It is provided by the City of Huntington Beach, Risk Management at 2000 Main Street in Huntington Beach, California (92648). Should any of the above coverage for the Covered Party be changed or withdrawn prior to the expiration date issued above, the City of Huntington Beach will mail a 30-day written notice to the Certificate Holder but, failure to mail such notice shall impose no obligation or liability of any kind upon the City of Huntington Beach, its agents, officers or employees. If you have any questions, contact: Patricia, Williams, ARM, Risk Manager (714) ;536-5290, Authorized Representative: j�'m� eg', C'e — CERTIFICATE OF COVERAGE PRODUCER: Alliant Insurance Services, Inc. P.O. BOX 6450 NEWPORT BEACH, CA 92658-6450 PH (949) 756-0271 / FAX (949) 756-2713 LICENSE NO. OC36861 INSURED: BIG INDEPENDENT CITIES EXCESS POOL MEMBER: CITY OF HUNTINGTON BEACH ATTN: PATTI WILLIAMS, RISK MANAGER 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 r;=c ISSUE DATE: 05/27/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY BELOW: I COMPANIES AFFORDING COVERAGE I COMPANY LETTER (A) COMPANY LETTER (B) COMPANY LETTER. (C) BIG INDEPENDENT CITIES EXCESS POOL COMPANY LETTER (D) I COMPANY LETTER (E) COMPANY LETTER (F) THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE OR POLICY(IES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OR MEMORANDUM 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 COVERAGES AFFORDED BY THE MEMORANDUM OR POLICY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPES MEMORANDUM MEMORANDUM MEMORANDUM CO OF OR OR POLICY OR POLICY LIMIT LTR COVERAGES POLICY NUMBER EFFECTIVE EXPIRES DIFFERENCE BETWEEN EXCESS LIABILITY $3,000,000 POOL LIMIT A OCCURRENCE FORM BO-01 07/01/2013 07/01/2014 BI & PD COMBINED AND INCLUDING AUTOMOBILE $1,000,000 LIABILITY SELF -INSURED RETENTION DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/RESTRICTIONS/SPECIAL ITEMS: AS RESPECTS ENCROACHMENT PERMIT FOR BEACH WALK LANDSCAPE MAINTENANCE. THE STATE OF CALIFORNIA, ITS OFFICERS, AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR ON BEHALF OF THE NAMED INSURED PER ATTACHED ENDORSEMENT. SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. CERTIFICATE HOLDER CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) DIVISION OF MAINTENANCE OFFICE OF MAINTENANCE ENGINEERING AGREEMENT COORDINATOR 3347 MICHELSON DRIVE, STE. 100 IRVINE, CA 92612 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. IAUTHORIZED REPRESENT TIVE I Co Memorandum of Liability Coverage No. BO-01 THIS ENDORSEMENT CHANGES THE MEMORANDUM. PLEASE READ IT CAREFULLY. ADDITIONAL COVERED PARTY - COVERED INDEMNITY CONTRACT This endorsement modifies coverage provided under the following: BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE The following is added to SECTION II, 6. COVERED PARTY 1. Any person(s), entity(ies), or organization(s) to whom the "Covered Party" is obligated by virtue of a "Covered Indemnity Contract" to provide coverage solely with respect to "Bodily Injury" and "Property Damage" arising out of. a. Premises leased, used or occupied by you; b. "Automobiles" leased or rented by you; c. Equipment owned, leased, rented, maintained or used by you; d. Mortgagees of the Covered Party; or e. Property Owners and property manager of property owned, leased, rented or occupied by you. However, this coverage under this endorsement does not apply to: i. An "Occurrence" which takes place prior to or after you cease to occupy the premise as stated in the "Covered Indemnity Contract;" ii. Any structural alteration, new construction or demolition operations performed by or on behalf of the "Additional Covered Party;" iii. Any "Public Entity Errors and Omissions" or. "Employment Practices" 2. The Limits of Coverage afforded under this endorsement will be limited to the Limits of Coverage required within the terms of the "Covered Indemnity Contract" or the Limits of Coverage of this Memorandum, whichever is less, and will apply in excess of any underlying insurance or your "Self Insured Retention" shown in the Declarations. We will not be obligated for limits of coverage shown in the "Covered Indemnity Contract" that are greater than the Limits of Coverage of this Memorandum. (' - - - __ _ 3�, ice_ f.. _ 4' LANDSCAPE MAINTENANCE AGREEMENT WITHIN STATE HIGHWAY RIGHT OF WAY ON ROUTE 39 WITHIN THE CITY OF HUNTINGTON BEACH TI IIS AGREEMENT is made effective this day of , 2014, by and between the State of California, acting by and through the_�Department of Transportation, hereinafter referred to as "STATE" and the City of Huntington Beach; hereinafter referred to as "CITY" and collectively referred to as "PARTIES". SECTION I RECITALS 1. PARTIES desire to work together to allocate their respective obligations relative to newly constructed or revised improvements within STATE's right of way by Permit Number 12-6MC-0508. 2. This Agreement addresses CITY responsibility which can include, but;is not limited to landscaping, planting, irrigation systems, mulches, control litter and weed removal (collectively the "LANDSCAPING") as well as CITY responsibility which can include, but is not limited to hardscaping, Biofiltration Swales, Linear Radial Gross Solid Removal Devices, sidewalks, driveways, bike paths, and parking restriction signs (collectively the "IMPROVEMENT'S") placed within State Highway right of way on State Route 39, as shown on Exhibit "A", attached to and made a part of this Agreement. NOW THEREFORE, IT IS AGREED AS FOLLOWS: SECTION II AGREEMENT 3. In consideration of the mutual covenants and promises herein contained, CITY and STATE agree as follows: 3.1. PARTIES have agreed to an allocation of maintenance responsibilities that includes, but is not limited to, inspection, providing emergency repair, replacement, and maintenance, (collectively hereinafter "MAINTAIN/MAINTENANCE") of LANDSCAPING as shown on said Exhibit "A." 3.2. When a planned future improvement is constructed and/or a minor revision has been effected with STATE's consent or initiation within the limits of the STATE's right of way herein described which affects PARTIES' Division of Maintenance's responsibility as described herein, PARTIES will agree upon and execute a new dated and revised Exhibit "A" which will be made a part hereof and will thereafter supersede . the attached original Exhibit "A" to thereafter become a part of this Agreement. The new exhibit can be executed only upon written consent of the PARTIES hereto acting by and through their authorized representatives. No formal amendment to this Agreement will be required. 4. CITY agrees, at CITY expense, to do the following: 4.1. CITY may install, or contract, authorizing a licensed contractor with appropriate class of license in the State of California, to install and thereafter will MAINTAIN (Section 27 of the Streets and Highways Code) LANDSCAPING conforming to those plans and specifications (PS&E) pre -approved by STATE. 4.2. CITY will submit the final form of the PS&E, prepared, stamped and signed by a licensed landscape architect, for LANDSCAPING to STATE's District Permit Engineer for review and approval and will obtain and have in place a valid necessary encroachment permit prior to the start of any work within STATE'S right of way. All proposed LANDSCAPING must meet STATE's applicable standards. 4.3. CITY shall ensure that LANDSCAPED areas designated on Exhibit "A" are provided with adequate scheduled routine MAINTENANCE necessary to MAINTAIN a neat and attractive appearance. 4.4. An encroachment permit rider may be required for any changes to the scope of work allowed by this Agreement prior to the start of any work within STATE's right of way. 4.5. CITY contractors will be required to obtain an encroachment permit prior to the start of any work within STATE's right of way. 4.6. To furnish electricity for irrigation system controls, water, and fertilizer necessary to sustain healthy plant growth during the entire life of this Agreement. 4.7. To replace unhealthy or dead plantings when observed or within 30 days when notified in writing by STATE that plant replacement is required. 4.8. To prune shrubs, tree plantings, and trees to control extraneous growth 'and ensure STATE standard lines of sight to signs and corner sight distances are always maintained for the safety of the public. 4.9. To MAINTAIN, repair and operate the irrigation systems in a manner that prevents water from flooding or spraying onto STATE highway, spraying parked and moving automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that becomes a hazard to vehicular or pedestrian/bicyclist travel. 4.10. To control weeds at a level acceptable to the STATE. Any weed control performed by chemical weed sprays (herbicides) shall comply with all laws, rules, and regulations established by the California Department of Food and Agriculture. CITY shall report all chemical spray operations quarterly (using Form LA17) to the STATE at the address below: Department of Transportation District 12, Maintenance Maintenance Manager 3347 Michelson Drive, Suite 100 Irvine CA 92612 4.11. To remove LANDSCAPING, IMPROVEMENTS and appurtenances and restore STATE owned areas to a safe and attractive condition acceptable to STATE in the event this Agreement is terminated as set forth herein. 4.12. To furnish electricity and MAINTAIN lighting system and controls for all street lighting systems installed by and for CITY. 4.13. To inspect LANDSCAPING, IMPROVEMENTS on a regular monthly or weekly basis to ensure the safe operation and condition of the LANDSCAPING. 4.14. To expeditiously MAINTAIN, replace, repair or remove from service any LANDSCAPING, IMPROVEMENTS system component that has become unsafe or unsightly. 4.15. To MAINTAIN all driveways, sidewalks/bike paths within the Agreement limits of the STATE highway right of way, as shown on Exhibit A, at CITY expense. MAINTENANCE includes, but is not limited to, concrete repair, replacement and to grind or patch vertical variations in elevation of driveway/sidewalks/bike paths for an acceptable walking and riding surface, and the removal of dirt, debris, graffiti, weeds, and any deleterious item or material on or about driveway/sidewalks/bike paths or the LANDSCAPING, and IMPROVEMENTS in an expeditious manner. 4.16. To MAINTAIN all parking or use restrictions signs encompassed within the area of the LANDSCAPING. 4.17. To allow random inspection of LANDSCAPING, and IMPROVEMENTS, street lighting systems, driveway/sidewalks/bike paths and signs, by a STATE representative. 4.18. To keep the entire landscaped area policed and free of litter and deleterious material. 4.19. To expeditiously repair any STATE facility damage ensuing from CITY's LANDSCAPE and/or IMPROVEMENTS, sign and presence and, activities, including but not limited to, damage caused by plants and plants roots and to reimburse STATE for its costs to repair the STATE facility damage ensuing from CITY's LANDSCAPE and/or IMPROVEMENTS presence and activities should STATE be required to cure a CITY fault. 4.20. All work by or on behalf of CITY will be done at no cost to STATE. 5. STATE agrees to do the following: 5.1. May provide CITY with timely written notice of unsatisfactory conditions that require correction by the CITY. However, the non -receipt of notice does not excuse CITY from maintenance responsibilities assumed under this Agreement. 5.2. Issue encroachment permits to CITY and CITY contractors at no cost to them. 6. LEGAL RELATIONS AND RESPONSIBILITIES: 6.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third PARTIES not PARTIES to this Agreement, or affect the legal liability of either PARTY to this Agreement by imposing any standard of care respecting the design, construction and maintenance of these STATE highway improvements or CITY facilities different from the standard of care imposed by law. 6.2. If during the term of this Agreement, CITY should cease to MAINTAIN the LANDSCAPING and IMPROVEMENTS to the satisfaction of STATE as provided by this Agreement, STATE may either undertake to perform that MAINTENANCE on behalf of CITY at CITY's expense or. direct CITY to remove or itself remove LANDSCAPING and IMPROVEMENTS at CITY's sole expense and restore STATE's right of way to its prior or a safe operable condition. CITY hereby agrees to pay said STATE expenses, within thirty (30) days of receipt of billing by STATE. However, prior to STATE performing any MAINTENANCE or removing LANDSCAPING and IMPROVEMENTS, STATE will provide written notice to CITY to cure the default and CITY will have thirty (30) days within which to affect that cure. 6.3. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE 'under this Agreement with the exception of those actions of STATE necessary to cure a noticed default on the part of CITY. 6.4. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement. 7. PREVAILING WAGES: 7.1. Labor Code Compliance- If the work performed on this Project is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public work" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements in its contracts for public work. Work performed by CITY'S own forces is exempt from the Labor Code's Prevailing Wage requirements. 7.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement when the work to be perfonned by the subcontractor is a "public work" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts. 8. INSURANCE: 8. L CITY is self insured- CITY agrees to deliver evidence of self -insured coverage in a form satisfactory to STATE, along with a signed copy of the Agreement. 8.2. CITY is using Contractor- If the work performed on this Project is done under contract, CITY shall require its contractors to maintain in force, during the term of this agreement, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming the STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement. 9. TERMINATION - This Agreement may be tenninated by timely mutual written consent by PARTIES, and CITY's failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE. 10. TERM OF AGREEMENT -This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated at any time upon mutual consent of the PARTIES or until terminated by STATE for cause. PARTIES are empowered by Streets and Highways Code Section 114 & 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written. CITY OF HUNTINGTON BEACH, a . Municipal Corporation of the State of California /LP4 Mayor INITIATED AND APPROVED: Director of Public Wo s REVIEWED AND APPROVED: 4/� Ci M.Aer APPROVED AS TO FORM: jtity AttorAcy STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION MALCOLM DOUGHERTY Director of Transportation James Pinheiro Deputy District Director Operations and Maintenance District 12 146r"'VG rox : ELLIS AVE. CURB !. / /I I I /I SIDEWALK 0 D i� 4' r- 6' ELAN MIXED -USE o F PROJECT m 18502-18510 BEACH BLVD Q HUNTINGTON BEACH m 12-OR-39 PM 3.12 CURB / I i I ( I LEGEND L--------- --- --- AREAS LANDSCAPE TO BE MAINTAINED -BY CITY AREAS HARDSCAPE TO BE MAINTAINED -BY CITY 2248 FARADAY AVE. CARL CARLSBAD, CA 92008 ALLIANCE FAX: (76) 4311-8802 LAND PLANNING & ENGINEERING INC. EXHIBIT A IMPROVEMENT AREA PER LANDSCAPE MAINTENANCE AGREEMENT CIVIL ENGINEERING • LAND PLANNING • HILLSIDE DESIGN • SURVEYING STATE OF CALIFORNIA •DEPARTMENT OF TRANSPORTATION ���..' ADA Notice �}C�L` REPORT OF CHEMICAL SPRAY OPERATIONS Ct� �j�t d For individuals with sensory disabilities, this document is available in alternate LA - 17 (REV. 04/2001) formats. For information call (916) 654-6410 or TDD (916) 654-3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. CONTRACTOR CHEMICAL MIXTURE AND PERCENT ACTIVE MATERIAL WATER RATE APPLICATION PER SQUARE FOOT OR ACRE REPORT OF CHEMICAL SPRAY OPERATIONS ENDING DATE I PROJECT DESCRIPTION A B C CHECK PROPER BOX PLANTING SPRAYED PEST KILLED DESCRIPTION OF AREA (STA., LOOP, ETC.) CHEMICAL USED w w o 0 p} A B C D m z g o z -j z 2 w W o z w � a wv W Q o JO o J Q o v Q a 0 a o o m W W o :MO N TUE THU FRI SAT ttttt������ CONTRACTOR'S REPRESENTATIVE RESIDENT ENGINEER COMMENTS: COPY TO: DISTRICT MAINTENANCE FOR FILE City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Certificate of Self Insurance Memorandum Number: FY 13/ 14, No. 006 This evidence of coverage is used as a matter of: information only and confers no rights upon the Certificate Holder, This evidence of coverage does not amend, extend or alter the coverage afforded by the memoranda listed below. Certificate Holder: City of Huntington Beach Coverage Effective: i/ 1/ 14 Coverage Expires: 1/ 1/ 15 This is to certify that the City of Huntington Beach is self -insured for general liability claims. Sufficient cash reserves to afford coverage for uninsured losses are maintained at $1,000,000. Type of Coverage: General Liability, Comprehensive Auto Liability, Employer's Liability Coverage Limit of Liability/Coverage: $1,000,000 Combined Single Limit per Occurrence Certificate Requested By: Patricia Williams, Risk Management Description of Operation, Vehicle or Property: This certificate is issued as proof of the City of Huntington Beach's self insurance status. It is provided by the City of Huntington Beach, Risk Management at 2000 Main Street in Huntington Beach, California (92648). Should any of the above coverage for the Covered Party be changed or withdrawn prior to the expiration date issued above, the City of Huntington Beach will mail a 30-day written notice to the Certificate Holder but, failure to mail such notice shall impose no obligation or liability of any kind upon the City of Huntington Beach, its agents, officers or employees. If you have any questions, contact: Patricia. Williams, ARM, Risk Manager (714),536-5290 , Authorized Representative: ISSUE DATE: CERTIFICATE OF COVERAGE 05/27/2014 PRODUCER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO Alliant Insurance Services, Inc. RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY P.O. BOX 6450 BELOW: NEWPORT BEACH, CA 92658-6450 PH (949) 756-0271 / FAX (949) 756-2713 COMPANIES AFFORDING COVERAGE COMPANY LETTER (A) BIG INDEPENDENT CITIES EXCESS POOL LICENSE NO. OC36861 INSURED: COMPANY LETTER (B) BIG INDEPENDENT CITIES EXCESS POOL MEMBER: COMPANY LETTER (C) CITY OF HUNTINGTON BEACH ATTN: PATTI WILLIAMS, RISK MANAGER COMPANY LETTER (D) 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 COMPANY LETTER (E) COMPANY LETTER (F) COVERAGES THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE OR POLICY(IES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OR MEMORANDUM 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 COVERAGES AFFORDED BY THE MEMORANDUM OR POLICY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPES MEMORANDUM MEMORANDUM MEMORANDUM CO OF OR OR POLICY OR POLICY LIMIT LTR COVERAGES POLICY NUMBER EFFECTIVE EXPIRES EXCESS LIABILITY DIFFERENCE BETWEEN $3,000,000 POOL LIMIT A OCCURRENCE FORM BI & PD AND BO-01 07/01/2013 07/01/2014 COMBINED INCLUDING AUTOMOBILE $1,000,000 LIABILITY SELF -INSURED RETENTION DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIRESTRICTIONS/SPECIAL ITEMS: AS RESPECTS ENCROACHMENT PERMIT FOR BEACH WALK LANDSCAPE MAINTENANCE. THE STATE OF CALIFORNIA, ITS OFFICERS, AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR ON BEHALF OF THE NAMED INSURED PER ATTACHED ENDORSEMENT. SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. CERTIFICATE HOLDER CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) DIVISION OF MAINTENANCE OFFICE OF MAINTENANCE ENGINEERING AGREEMENT COORDINATOR 3347 MICHELSON DRIVE, STE. 100 IRVINE, CA 92612 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESEs� QQ I Co Memorandum of Liability Coverage No. BO-01 THIS ENDORSEMENT CHANGES THE MEMORANDUM. PLEASE READ IT CAREFULLY. ADDITIONAL COVERED PARTY - COVERED INDEMNITY CONTRACT This endorsement modifies coverage provided under the following: BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE The following is added to SECTION II, 6. COVERED PARTY 1. Any person(s), entity(ies), or organization(s) to whom the "Covered Party" is obligated by virtue of a "Covered Indemnity Contract" to provide coverage solely with respect to "Bodily Injury" and "Property Damage" arising out of: a. Premises leased, used or occupied by you; b. "Automobiles" leased or rented by you; c. Equipment owned, leased, rented, maintained or used by you; d. Mortgagees of the Covered Party; or e. Property Owners and property manager of property owned, leased, rented or occupied by you. However, this coverage under this endorsement does not apply to: i. An "Occurrence" which takes place prior to or after you cease to occupy the premise as stated in the "Covered Indemnity Contract;" ii. Any structural alteration, new construction or demolition operations performed by or on behalf of the "Additional Covered Party;" iii. Any "Public Entity Errors and Omissions" or "Employment Practices" 2. The Limits of Coverage afforded under this endorsement will be limited to the Limits of Coverage required within the terms of the "Covered Indemnity Contract" or the Limits of Coverage of this Memorandum, whichever is less, and will apply in excess of any underlying insurance or your "Self Insured Retention" shown in the Declarations. We will not be obligated for limits of coverage shown in the "Covered Indemnity Contract" that are greater than the Limits of Coverage of this Memorandum. LANDSCAPE MAINTENANCE AGREEMENT WITHIN STATE HIGHWAY RIGHT OF WAY ON ROUTE 39 WITHIN THE CITY OF HUNTINGTON BEACH /5 THIS AGREEMENT is made effective this iV day of �1 t�td., 2014, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as "STATE" and the City of Huntington Beach; hereinafter referred to as "CITY" and collectively referred to as "PARTIES". SECTION I RECITALS 1. PARTIES desire to work together to allocate their respective obligations relative to newly constructed or revised improvements within. STATE's right of way by,Permit Number 12-6RC-0357. 2. This Agreement addresses CITY responsibility which can include, but is not limited to landscaping, planting, irrigation systems, mulches, control litter and weed removal (collectively the "LANDSCAPING") as well as CITY responsibility which can include, but is not limited to hardscaping, Biofiltration Swales, Linear Radial Gross Solid Removal Devices, sidewalks, driveways, bike paths, and parking restriction signs (collectively the "IMPROVEMENTS") placed within State Highway right of way on State Route 39, as shown on Exhibit "A", attached to and made a part of this Agreement. NOW THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 11 AGREEMENT In consideration of the mutual covenants and promises herein contained, CITY and STATE agree as follows: 3.1. PARTIES have agreed to an allocation of maintenance responsibilities that includes, but is not limited to, inspection, providing emergency repair, replacement, and maintenance, (collectively hereinafter "MAINTAIN/MAINTENANCE") of LANDSCAPING as shown on said Exhibit "A." 3.2. When a planned future improvement is constructed and/or a minor revision has been effected with STATE's consent or initiation within the limits of the STATE's right of way herein described which affects PARTIES' Division of Maintenance's responsibility as described herein, PARTIES will agree upon and execute a new dated and revised Exhibit "A" which will be made a part hereof and will thereafter supersede the attached original Exhibit "A" to thereafter become a part of this Agreement. The new exhibit can be executed only upon written consent of the PARTIES hereto acting by and through their authorized representatives. No formal amendment to this Agreement will be required. 4. CITY agrees, at CITY expense, to do the following: 4.1. CITY may install, or contract, authorizing a licensed contractor with appropriate class of license in the State of California, to install and thereafter will MAINTAIN (Section 27 of the Streets and Highways Code) LANDSCAPING conforming to those plans and specifications (PS&E) pre -approved by STATE. 4.2. CITY will submit the final form of the PS&E, prepared, stamped and signed by a licensed landscape architect, for LANDSCAPING to STATE's District Permit Engineer for review and approval and will obtain and have in place a valid necessary encroachment permit prior to the start of any work within STATE'S right of way. All . proposed LANDSCAPING must meet STATE's applicable standards. 4.3. CITY shall ensure that LANDSCAPED areas designated on Exhibit "A" are provided with adequate scheduled routine MAINTENANCE necessary to MAINTAIN a neat and attractive appearance. 4.4. An encroachment permit rider may be required for any changes to the scope of work allowed by this Agreement prior to the start of any work within STATE's right of way. 4.5. CITY contractors will be required to obtain an encroachment permit prior to the start of any work within STATE's right of way. 4.6. To furnish electricity for irrigation system controls, water, and fertilizer necessary to sustain healthy plant growth during the entire life of this Agreement. 4.7. To replace unhealthy or dead plantings when observed or within 30 days when notified in writing by STATE that plant replacement is required. 4.8. To prune shrubs, tree plantings, and trees to control extraneous growth and ensure STATE standard lines of sight to signs and corner sight distances are always maintained for the safety of the public. 4.9. To MAINTAIN, repair and operate the irrigation systems in a manner that prevents water from flooding or spraying onto STATE highway, spraying parked and moving automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that becomes a hazard to vehicular or pedestrian/bicyclist travel. 4.10. To control weeds at a level acceptable to the STATE. Any weed control performed by chemical weed sprays (herbicides) shall comply with all laws, rules, and regulations established by the California Department of Food and Agriculture. CITY shall report all chemical spray operations quarterly (using Form LA 17) to the STATE at the address below: Department of Transportation District 12, Maintenance Maintenance Manager 3347 Michelson Drive, Suite 100 h•vine CA 92612 4.11. To remove LANDSCAPING, IMPROVEMENTS and appurtenances and restore STATE owned areas to a safe and attractive condition acceptable to STATE in the event this Agreement is terminated as set forth herein. 4.12. To furnish electricity and MAINTAIN lighting system and controls for all street lighting systems installed by and for CITY. 4.13. To inspect LANDSCAPING, IMPROVEMENTS on a regular monthly or weekly basis to ensure the safe operation and condition of the LANDSCAPING. 4.14. To expeditiously MAINTAIN, replace, repair or remove from service any LANDSCAPING, IMPROVEMENTS system component that has become unsafe or unsightly. 4.15. To MAINTAIN all driveways, sidewalks/bike paths within the Agreement limits of the STATE highway right of way, as shown on Exhibit A, at CITY expense. MAINTENANCE includes, but is not limited to, concrete repair, replacement and to grind or patch vertical variations in elevation of driveway/sidewalks/bike paths for an acceptable walking and riding surface, and the removal of dirt, debris, graffiti, weeds, and any deleterious item or material on or about driveway/sidewalks/bike paths or the LANDSCAPING, and IMPROVEMENTS in an expeditious manner. 4.16. To MAINTAIN all parking or use restrictions signs encompassed within the area of the LANDSCAPING. 4.17. To allow random inspection of LANDSCAPING, and IMPROVEMENTS, street lighting systems, driveway/sidewalks/bike paths and signs by a STATE representative. 4.18. To keep the entire landscaped area policed and free of litter and deleterious material. 4.19. To expeditiously repair any STATE facility damage ensuing from CITY's LANDSCAPE and/or IMPROVEMENTS, sign and presence and, activities, including but not limited to, damage caused by plants and plants roots and to reimburse STATE for its costs to repair the STATE facility damage ensuing fi•oin CITY's LANDSCAPE and/or IMPROVEMENTS presence and activities should STATE be required to cure a CITY fault. 4.20. All work by or on behalf of CITY will be done at no cost to STATE. 5. STATE agrees to do the following: 5.1. May provide CITY with timely written notice of unsatisfactory conditions that require correction by the CITY. However, the non -receipt of notice does not excuse CITY from maintenance responsibilities assumed under this Agreement. 5.2. Issue encroachment permits to CITY and CITY contractors at no cost to them. 6. LEGAL RELATIONS AND RESPONSIBILITIES: 6.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third PARTIES not PARTIES to this Agreement, or affect the legal liability of either PARTY to this Agreement by imposing any standard of care respecting the design, construction and maintenance of these STATE highway improvements or CITY facilities different from the standard of care imposed by law. 6.2. If during the term of this Agreement, CITY should cease to MAINTAIN the LANDSCAPING and IMPROVEMENTS to the satisfaction of STATE as provided by this Agreement, STATE may either undertake to perform that MAINTENANCE on behalf of CITY at CITY's expense or direct CITY to remove or itself remove LANDSCAPING and IMPROVEMENTS at CITY's sole expense and restore STATE's right of way to its prior or a safe operable condition. CITY hereby agrees to pay said STATE expenses, within thirty (30) days of receipt of billing by STATE. However, prior to STATE performing any MAINTENANCE or removing LANDSCAPING and IMPROVEMENTS, STATE will provide written notice to CITY to cure the default and CITY will have thirty (30) days within which to affect that cure. 6.3. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement with the exception of those actions of STATE necessary to cure a noticed default on the part of CITY. 6.4. Neither STATE nor any officer or employee thereof is responsible for any iniury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement. 7. PREVAIL,ING WAGES: 7.1. Labor Code Compliance- If the work performed on this Project is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public work" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements in its contracts for public work. Work performed by CITY'S own forces is exempt from the Labor Code's Prevailing Wage requirements. 7.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement when the work to be performed by the subcontractor is a "public work" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts. 8. INSURANCE: 8.1. CITY is self insured- CITY agrees to deliver evidence of self -insured coverage in a form satisfactory to STATE, along with a signed copy of the Agreement. 8.2. CITY is using Contractor- If the work performed on this Project is done under contract, CITY shall require its contractors to maintain in force, during the term of this agreement, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming the STATE, its officers, agents and employees as the additional insured in an amount. of $1 million per occurrence and $2 million in aggregate. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement. 9. TERMINATION - This Agreement may be terminated by timely mutual written consent by PARTIES, and CITY's failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE. 10. TERM OF AGREEMENT -This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated at any time upon mutual consent of the PARTIES or until terminated by STATE for cause. PARTIES are empowered by Streets and Highways Code Section 114 & 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement 5 IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written. CITY OF I-IUNTINGTON BEACH, a Municipal Corporation of the State of California Mayor INITIATED AND APPROVED: Director of Public Worls 4REVIEW,ND APPROVED: APPROVED AS TO FORM: i y Attorn STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION MALCOLM DOUGHERTY Director of Transportation Tames Pinheiro Deputy District Director Operations and Maintenance District 12 SEA BREEZE PET CEMETERY 19542 BEACH BLVD. /L C:0 LEGEND CURB AND GUTTER LANDSCAPE AREA TO BE MAINTAINED BY CITY SIDEWALK HARDSCAPE AREA TO BE MAINTAINED BY CITY of + .4- 00 C:0 4 1* . .. ..... T BEACH BLVD. . ... .. ...... ... '-CENTERLINE L CONSTRUCTION - —11 1 -T 7' 1- —F-7-7- . .... ........ CETERRINE I i i . ..... Ilk . ......... - 20' .=n==— �t �jj� . ..... HOAG HEALTH CENTER UU 19582 BEACH BLVD HUNTINGTON BEACH c:1 :Z) 12OR c:1 r+- —-39 PM 2.1 E�ISTING, 4 RM 61 5 EW L 91 LANDSCAPE -7 qbs I J PROPOSED RM 25 /W EDICT 9:fl'Olq—" 88' EXISTING RJW SCALE: 1 40' ..... ..... /L + C, �MNRVEANIJ) CIENT"R 19682 BEACH BLVD. Aa HOAG HEALTH CENTER EXHIBIT A CONSULTANTS, INC. 19582 BEACH BLVD. IMPROVEMENT AREA PLANNING 1ENGINEERING, CONSTRUCTION MANAGEMENT , N HUNTINGTON BEACHCA 92648 , 188 Technology Dr,, Suite B, IRVINE, CA 92618 PER MAINTENANCE AGREEMENT TR - M491 119-6116 FAY! (944) 316-61 8 wwmapdcon.com STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION REPORT OF CHEMICAL SPRAY OPERATIONS ACC Tom/-lit,r�� .. ADA Notice For individuals with sensory disabilities, this document is available in alternate _ LA - 17 (REV. 04/2001) formats. For information call (916) 654-6410 or TDD (916) 654-3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. CONTRACTOR CHEMICAL MIXTURE AND PERCENT ACTIVE MATERIAL WATER RATE APPLICATION PER SQUARE FOOT OR ACRE REPORT OF CHEMICAL SPRAY OPERATIONS WEEK ENDING DATE A DESCRIPTION B C NUMBER 19 CHECK PROPER BOX PLANTING SPRAYED PEST KILLED DESCRIPTION OF AREA (STA., LOOP, ETC.) CHEMICAL USED w w > U OO p A B C D U) m Z g O z -j oQ Z O M Ld W W J o U Q a m cn v) o TUE WED THU FRI SAT CONTRACTOR'S REPRESENTATIVE RESIDENT ENGINEER COMMENTS: COPY TO: DISTRICT MAINTENANCE FOR FILE pv�4 o %,� es-u !ry City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Certificate of Self Insurance Memorandum Number. FY 13/ 14, No. 606 This evidence of coverage is used as a matter of information only and confers no rights upon the Certificate Holder. This evidence of coverage does not amend, extend or alter the coverage afforded by the memoranda listed below. Certificate Holder. City of Huntington Beach Coverage Effective: 1/ 1/ 14 Coverage Expires: 1/ 1/ 15 This is to certify that the City of Huntington Beach is self -insured for general liability claims. Sufficient cash reserves to afford coverage for uninsured losses are maintained at $1,000,000. Type of Coverage: General Liability, Comprehensive Auto Liability, Employer's Liability Coverage Limit of Liability/Coverage: $1,000,000 Combined Single Limit per Occurrence Certificate Requested By: Patricia Williams, Risk Management Description of Operation, Vehicle or Property: This certificate is issued as proof of the City of Huntington Beach's self insurance status. It is provided by the City of Huntington Beach, Risk Management at 2000 Main Street in Huntington Beach, California (92648). Should any of the above coverage for the Covered Party be changed or withdrawn prior to the expiration date issued above, the City of Huntington Beach will mail a 30-day written notice to the Certificate Holder but, failure to mail such notice shall impose no obligation or liability of any kind upon the City of Huntington Beach, its agents, officers or employees. If you have any questions, contact: Patricia Williams, ARM, Risk Manager (714) ,536-5290 Authorized Representative: CERTIFICATE OF COVERAGE PRODUCER: Alliant Insurance Services, Inc. P.O. BOX 6450 NEWPORT BEACH, CA 92658-6450 PH (949) 756-0271 / FAX (949) 756-2713 LICENSE NO. OC36861 INSURED: BIG INDEPENDENT CITIES EXCESS POOL MEMBER: CITY OF HUNTINGTON BEACH ATTN: PATTI WILLIAMS, RISK MANAGER 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 rn%l=RerFc ISSUE DATE: 05/27/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY BELOW: COMPANIES AFFORDING COVERAGE 1 COMPANY LETTER (A) COMPANY LETTER (B) COMPANY LETTER (C) COMPANY LETTER (D) COMPANY LETTER (E) COMPANY LETTER (F) BIG INDEPENDENT CITIES EXCESS POOL THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE OR POLICY(IES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OR MEMORANDUM 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 COVERAGES AFFORDED BY THE MEMORANDUM OR POLICY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPES MEMORANDUM MEMORANDUM MEMORANDUM CO OF OR OR POLICY OR POLICY LIMIT LTR COVERAGES POLICY NUMBER EFFECTIVE EXPIRES DIFFERENCE BETWEEN EXCESS LIABILITY $3,000,000 POOL LIMIT A OCCURRENCE FORM BI & PD AND BO-01 07/01/2013 07/01/2014 COMBINED INCLUDING AUTOMOBILE $1,000,000 LIABILITY SELF -INSURED RETENTION DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/RESTRICTIONS/SPECIAL ITEMS: AS RESPECTS ENCROACHMENT PERMIT FOR BEACH WALK LANDSCAPE MAINTENANCE. THE STATE OF CALIFORNIA, ITS OFFICERS, AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR ON BEHALF OF THE NAMED INSURED PER ATTACHED ENDORSEMENT. SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. I;CKI IrK.A I t CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) DIVISION OF MAINTENANCE OFFICE OF MAINTENANCE ENGINEERING AGREEMENT COORDINATOR 3347 MICHELSON DRIVE, STE. 100 IRVINE, CA 92612 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE � Co Memorandum of Liability Coverage No. BO-01 THIS ENDORSEMENT CHANGES THE MEMORANDUM. PLEASE READ IT CAREFULLY. ADDITIONAL COVERED PARTY - COVERED INDEMNITY CONTRACT This endorsement modifies coverage provided under the following: BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE The following is added to SECTION II, 6. COVERED PARTY 1. Any person(s), entity(ies), or organization(s) to whom the "Covered Party" is obligated by virtue of a "Covered Indemnity Contract" to provide coverage solely with respect to "Bodily .Injury" and "Property Damage" arising out of: a. Premises leased, used or occupied by you; b. "Automobiles" leased or rented by you; c. Equipment owned, leased, rented, maintained or used by you; d. Mortgagees of the Covered Party; or e. Property Owners and property manager of property owned, leased, rented or occupied by you. However, this coverage under this endorsement does not apply to: i. An "Occurrence" which takes place prior to or after you cease to occupy the premise as stated in the "Covered Indemnity Contract;" ii. Any structural alteration, new construction or demolition operations performed by or on behalf of the "Additional Covered Party;" iii. Any "Public Entity Errors and Omissions" or "Employment Practices" 2. The Limits of Coverage afforded under this endorsement will be limited to the Limits of Coverage required within the terms of the "Covered Indemnity Contract" or the Limits of Coverage of this Memorandum, whichever is less, and will apply in excess of any underlying insurance or your "Self Insured Retention" shown in the Declarations. We will not be obligated for limits of coverage shown in the "Covered Indemnity Contract" that are greater than the Limits of Coverage of this Memorandum. 4 AL;MMLNmlm s aj r LANDSCAPE MAINTENANCE AGREEMENT WITHIN STATE HIGHWAY RIGHT OF WAY ON ROUTE 39 WITHIN THE CITY OF HUNTINGTON BEACH THIS AGREEMENT is made effective this Zj _ day of %.�Uq 2014, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as "STATE.," and the City of Huntington Beach; hereinafter referred to as "CITY" and collectively referred to as "PARTIES". SECTION I RECITALS 1. PARTIES desire to work together to allocate their respective obligations relative to newly constructed or revised improvements within STATE's right of way by Permit Number 12-6MC-0623. 2. This Agreement addresses CITY responsibility which can include, but is not limited to landscaping, planting, irrigation systems, mulches, control litter and weed removal (collectively the "LANDSCAPING") as well as CITY responsibility which can include, but is not limited to hardscaping, Biofiltration Swales, Linear Radial Gross Solid Removal Devices, sidewalks, driveways, bike paths, and parking restriction signs (collectively the "IMPROVEMENTS") placed within State Highway right of way on State Route 39, as shown on Exhibit "A", attached to and made a part of this Agreement. NOW THEREFORE, IT IS AGREED AS FOLLOWS: SECTION II AGREEMENT In consideration of the mutual covenants and promises herein contained, CITY and STATE agree as follows: 3.1. PARTIES have agreed to an allocation of maintenance responsibilities that includes, but is not limited to, inspection, providing emergency repair, replacement, and maintenance, (collectively hereinafter "MAINTAIN/MAINTENANCE") of LANDSCAPING as shown on said Exhibit "A." 3.2. When a planned future improvement is constructed and/or a minor revision has been effected with STATE's consent or initiation within the limits of the STATE's right of way herein described which affects PARTIES' Division of Maintenance's responsibility as described herein, PARTIES will agree upon and execute a new dated and revised Exhibit "A" which will be made a part hereof and will thereafter supersede the attached original Exhibit "A" to thereafter become a part of this Agreement. The new exhibit can be executed only upon written consent of the PARTIES hereto acting by and through their authorized representatives. No formal amendment to this Agreement will be required. 4. CITY agrees, at CITY expense, to do the following: 4.1. CITY may install, or contract, authorizing a licensed contractor with appropriate class of license in the State of California, to install and thereafter will MAINTAIN (Section 27 of the Streets and Highways Code) LANDSCAPING conforming to those plans and specifications (PS&E) pre -approved by STATE. 4.2. CITY will submit the final form of the PS&E, prepared, stamped and signed by a licensed landscape architect, for LANDSCAPING to STATE's District Permit Engineer for review and approval and will obtain and have in place a valid necessary encroachment permit prior to the start of any work within STATE' S right of way. All proposed LANDSCAPING must meet STATE's applicable standards. 4.3. CITY shall ensure that LANDSCAPED areas designated on Exhibit "A" are provided with adequate scheduled routine MAINTENANCE necessary to MAINTAIN a neat and attractive appearance. 4.4. An encroachment permit rider may be required for any changes to the scope of work allowed by this Agreement prior to the start of any work within STATE's right of way. 4.5. CITY contractors will be required to obtain an encroachment permit prior to the start of any work within STATE's right of way. 4.6. To furnish electricity for irrigation system controls, water, and fertilizer necessary to sustain healthy plant growth during the entire life of this Agreement. 4.7. To replace unhealthy or dead plantings when observed or within 30 days when notified in writing by STATE that plant replacement is required. 4.8. To prune shrubs, tree plantings, and trees to control extraneous growth and ensure STATE standard lines of sight to signs and corner sight distances are always maintained for the safety of the public. 4.9. To MAINTAIN, repair and operate the irrigation systems in a marmer that prevents water ftom flooding or spraying onto STATE highway, spraying parked and moving automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that becomes a hazard to vehicular or pedestrian/bicyclist travel. 4.10. To control weeds at a level acceptable to the STATE. Any weed control performed by chemical weed sprays (herbicides) shall comply with all laws, rules, and regulations established by the California Department of Food and Agriculture. CITY shall report all chemical spray operations quarterly (using Form LA17) to the STATE at the address below: Department of Transportation District 12, Maintenance Maintenance Manager 3347 Michelson Drive, Suite 100 Irvine CA 92612 4.11. To remove LANDSCAPING, IMPROVEMENTS and appurtenances and restore STATE owned areas to a safe and attractive condition acceptable to STATE in the event this Agreement is terminated as set forth herein. 4.12. To furnish electricity and MAINTAIN lighting system and controls for all street lighting systems installed by and for CITY. 4.13. To inspect LANDSCAPING, IMPROVEMENTS on a regular monthly or weekly basis to ensure the safe operation and condition of the LANDSCAPING. 4.14. To expeditiously MAINTAIN, replace, repair or remove from service any LANDSCAPING, IMPROVEMENTS system component that has become unsafe or unsightly. 4.15. To MAINTAIN all driveways, sidewalks/bike paths within the Agreement limits of the STATE highway right of way, as shown on Exhibit A, at CITY expense. MAINTENANCE includes, but is not limited to, concrete repair, replacement and to grind or patch vertical variations in elevation of driveway/sidewalks/bike paths for an acceptable walking and riding surface, and the removal of dirt, debris, graffiti, weeds, and any deleterious item or material on or about driveway/sidewalks/bike paths or the LANDSCAPING, and IMPROVEMENTS in an expeditious manner. 4.16. To MAINTAIN all parking or use restrictions signs encompassed within the area of the LANDSCAPING. 4.17. To allow random inspection of LANDSCAPING, and IMPROVEMENTS, street lighting systems, driveway/sidewalks/bike paths and signs by a STATE representative. 4.18. To keep the entire landscaped area policed and free of litter and deleterious material. 4.19. To expeditiously repair any STATE facility damage ensuing from CITY's LANDSCAPE and/or IMPROVEMENTS, sign and presence and, activities, including but not limited to, damage caused by plants and plants roots and to reimburse STATE for its costs to repair the STATE facility damage ensuing from CITY's LANDSCAPE and/or IMPROVEMENTS presence and activities should STATE be required to cure a CITY fault. 4.20. All work by or on behalf of CITY will,be done at no cost to STATE. 5. STATE agrees to do the following: 5.1. May provide CITY with timely written notice of unsatisfactory conditions that require correction by the CITY. However, the non -receipt of notice does not excuse CITY from maintenance responsibilities assumed under this Agreement. 5.2. Issue encroachment permits to CITY and CITY contractors at no cost to them. 6. LEGAL RELATIONS AND RESPONSIBILITIES: 6.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third PARTIES not PARTIES to this Agreement, or affect the legal liability of either PARTY to this Agreement by imposing any standard of care respecting the design, construction and maintenance of these STATE highway improvements or CITY facilities different from the standard of care imposed by law. 6.2. If during the term of this Agreement, CITY should cease to MAINTAIN the LANDSCAPING and IMPROVEMENTS to the satisfaction of STATE as provided by this Agreement, STATE may either undertake to perform that MAINTENANCE .on behalf of CITY at CITY's expense or direct CITY to remove or itself remove LANDSCAPING and IMPROVEMENTS at CITY's sole expense and restore STATE's right of way to its prior or a safe operable condition. CITY hereby agrees to pay said STATE expenses, within thirty (30) days of receipt of billing by STATE. However, prior to STATE performing any MAINTENANCE or removing LANDSCAPING and IMPROVEMENTS, STATE will provide written notice to CITY to cure the default and CITY will have thirty (30) days within which to affect that cure. 6.3. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement with the exception of those actions of STATE necessary to cure a noticed default on the part of CITY. 6.4. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement. 7. PREVAILING WAGES: 7.1. Labor Code Compliance- If the work performed on this Project is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public work" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements in its contracts for public work. Work performed by Cars own forces is exempt from the Labor Code's Prevailing Wage requirements. 7.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement when the work to be performed by the subcontractor is a "public work" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts. 8. INSURANCE: 8.1. CITY is self insured- CITY agrees to deliver evidence of self -insured coverage in a form satisfactory to STATE, along with a signed copy of the Agreement. 8.2. CITY is using Contractor- If the work performed on this Project is done under contract, CITY shall require its contractors to maintain in force, during the term of this agreement, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming the STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement. 9. TERMINATION - This Agreement may be terminated by timely mutual written consent by PARTIES, and CITY's failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE. 10. TERM OF AGREEMENT -This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated at any time upon mutual consent of the PARTIES or until terminated by STATE for cause. PARTIES are empowered by Streets and Highways Code Section 114 & 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written. CITY OF HUNTINGTON BEACH, a Municipal Corporation of the State of California A/ Mayor INITIATED AND APPROVED: DorPublic Lks REV City AND APPROVED: APPROVED AS TO FORM: �x Cfity Attorney 61'j'<( Z0'4 6 STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION MALCOLM DOUGHERTY Director of Transportation By: /Zog�'4 James Pinheiro Deputy District Director Operations and Maintenance District 12 fl:ff-VA EXHIBIT A IMPROVEMENT AREA PER LANDSCAPE MAINTENANCE AGREEMENT LANDSCAPE AREA TO BE MAINTAINED BY CITY HARDSCAPE AREA TO BE MAINTAINED BY CITY 18151:7 BRE A-C � H. __B LVD. H _NG 0 RG EACH UNTING 1 12-ORA-39 PM 3.61 PREPARED BY: PACIFIC COAST CIVIL, INC. 30141 AGOURA ROAD, SUITE 200 AGOURA HILLS, CA 91301 PH: (S IS) 865-4168 FAX: (S 18) 865-4198 SCALE.• 17-40' OWNER: AMCAL MULTI -HOUSING, INC. 2082 MICHELSON DR., SUITE 306 IRVINE, CA 92612 PH: (949) 863-9408 STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION /4� ��ro�F� sensory ADA Notice REPORT OF CHEMICAL SPRAY OPERATIONS For individuals with senso disabilities, this document is available in alternate LA - 17 (REV. 04/2001) formats. For information call (916) 654-6410 or TDD (916) 654-3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. CHEMICAL MIXTURE. AND PERCENT ACTIVE MATERIAL WATER RATE APPLICATION PER SQUARE FOOT OR ACRE CHECK PROPER BOX -T CHEMICAL � � �USED A B C D Q Z Q O j U Q a U W TUE THU REPORT OF CHEMICAL SPRAY OPERATIONS DATE IPROJECT A B PLANTING SPRAYED I PEST KILLED U W O W J Z O Q W PROEJCT NUMBER C U DESCRIPTION OF AREA (STA., LOOP, ETC.) FRI SAT CONTRACTOR'S REPRESENTATIVE RESIDENT ENGINEER COMMENTS: COPY TO: DISTRICT MAINTENANCE FOR FILE City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Certificate of Self insurance Memorandum Number. FY 13/ 14, No. 006 This evidence of coverage is used as a matter of information only and confers no rights upon the Certificate Holder. This evidence of coverage does not amend, extend or alter the coverage afforded by the memoranda listed below. Certificate Holder: City of Huntington Beach Coverage Effective: 1/ 1/ 14 Coverage Expires: 1/ 1/ 15 This is to certify that the City of Huntington Beach is self -insured for general liability claims. Sufficient cash reserves to afford coverage for uninsured losses are maintained at $1,000,000. Type of Coverage: General Liability, Comprehensive Auto Liability, Employer's Liability Coverage Limit of Liability/Coverage: $1,000,000 Combined Single Limit per Occurrence Certificate Requested By: Patricia Williams, Risk Management Description of Operation, Vehicle or Property: This certificate is issued as proof of the City of Huntington Beach's self insurance status. It is provided by the City of Huntington Beach, Risk Management at 2000 Main Street in Huntington Beach, California (92648). Should any of the above coverage for the Covered Party be changed or withdrawn prior to the expiration date issued above, the City of Huntington Beach will mail a 30-day written notice to the Certificate Holder but, failure to mail such notice shall impose no obligation or liability of any kind upon the City of Huntington Beach, its agents, officers or employees. If you have any questions, contact: cia, Williams, ARM, Risk Manager (714),536-529.0 .. Authorized Representative: ISSUE DATE: CERTIFICATE OF COVERAGE 05/27/2014 PRODUCER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO Alliant Insurance Services, Inc. RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY P.O. BOX 6450 BELOW: NEWPORT BEACH, CA 92658-6450 PH (949) 756-0271 / FAX (949) 756-2713 COMPANIES AFFORDING COVERAGE COMPANY LETTER (A) BIG INDEPENDENT CITIES EXCESS POOL LICENSE NO. OC36861 INSURED: COMPANY LETTER (B) BIG INDEPENDENT CITIES EXCESS POOL MEMBER: COMPANY LETTER (C) CITY OF HUNTINGTON BEACH ATTN: PATTI WILLIAMS, RISK MANAGER COMPANY LETTER (D) 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 COMPANY LETTER (E) COMPANY LETTER (F) COVERAGES THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE OR POLICY(IES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OR MEMORANDUM 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 COVERAGES AFFORDED BY THE MEMORANDUM OR POLICY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPES MEMORANDUM MEMORANDUM MEMORANDUM CO OF OR OR POLICY OR POLICY LIMIT LTR COVERAGES POLICY NUMBER EFFECTIVE EXPIRES DIFFERENCE BETWEEN EXCESS LIABILITY $3,000,000 POOL LIMIT A OCCURRENCE FORM BI & PD AND BO-01 07/01/2013 07/01/2014 COMBINED INCLUDING AUTOMOBILE 1$1,000,000 LIABILITY SELF -INSURED RETENTION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS: AS RESPECTS ENCROACHMENT PERMIT FOR BEACH WALK LANDSCAPE MAINTENANCE. THE STATE OF CALIFORNIA, ITS OFFICERS, AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL'INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR ON BEHALF OF THE NAMED INSURED PER ATTACHED ENDORSEMENT. SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. CERTIFICATE HOLDER CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) DIVISION OF MAINTENANCE OFFICE OF MAINTENANCE ENGINEERING AGREEMENT COORDINATOR 3347 MICHELSON DRIVE, STE. 100 IRVINE, CA 92612 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. IAUTHORIZED REPRESEs� I Co Memorandum of Liability Coverage No. BO-01 THIS ENDORSEMENT CHANGES THE MEMORANDUM. PLEASE READ IT CAREFULLY. ADDITIONAL COVERED PARTY - COVERED INDEMNITY CONTRACT This endorsement modifies coverage provided under the following: BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE The following is added to SECTION II, 6. COVERED PARTY 1. Any person(s), entity(ies), or organization(s) to whom the "Covered Party" is obligated by virtue of a "Covered Indemnity Contract" to provide coverage solely with respect to "Bodily Injury" and "Property Damage" arising out of. a. Premises leased, used or occupied by you; b. "Automobiles" leased or rented by you; c. Equipment owned, leased, rented, maintained or used by you; d. Mortgagees of the Covered Party; or e. Property Owners and property manager of property owned, leased, rented or occupied by you. However, this coverage under this endorsement does not apply to: i. An "Occurrence" which takes place prior to or after you cease to occupy the premise as stated in the "Covered Indemnity Contract;" ii. Any structural alteration, new construction or demolition operations performed by or on behalf of the "Additional Covered Party;" iii. Any "Public Entity Errors and Omissions" or "Employment Practices" 2. The Limits of Coverage afforded under this endorsement will be limited to the Limits of Coverage required within the terms of the "Covered Indemnity Contract" or the Limits of Coverage of this Memorandum, whichever is less, and will apply in excess of any underlying insurance or your "Self Insured Retention" shown in the Declarations. We will not be obligated for limits of coverage shown in the "Covered Indemnity Contract" that are greater than the Limits of Coverage of this Memorandum. < �� YYy n h. F 1 } t r ! 1 ki f 92 �c ,gs �„ � � _ y4.`r'° � is �. CT f�i °� �i x�y r;, �f �� f .�, � t ��k. i..� ,� 7 e tit � '� r''� �`-` i . e '�-..�� F � �a"r 'Y.�t �}� b � �� 1 �t i�i k� `� ,�.�t ha,+b1 ..k �t ,'c-�� r tt syi ;'}x'. r w� .� .;���#:,. �,. a Pr .s ?x��` This-Document-ova-srelee-tronic-ally recorded by City of Huntington Beach RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder II II II II II I111111111111111111111111111111111111111111 IIIIINO FEE 2014000301406 09:55am 07/29/14 217 402 Al2 16 0.00 0.00 0.00 0.00 45.00 0.00 0.00 0.00 SPACE ABOVE THIS LINE FOR RECORDER'S USE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND DCO BEACH WALK LLC, TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND HARDSCAPING IMPROVEMENTS IN THE PUBLIC RIGHT -OE -WAY This License Agreement (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and DCO BEACH WALK LLC, a Delaware Limited Liability Company, hereinafter referred to as "LICENSEE." WHEREAS, DCO BEACH WALK LLC, is the owner of certain real property located in the City of Huntington Beach, County of Orange, State of California, which is more particularly described in the legal description attached hereto as Exhibit "A" and incorporated by this reference (the "Property"); and CITY is the owner of those certain areas in the immediate vicinity of the Property that are depicted on Exhibit "B" attached hereto and incorporated herein by this reference (the "Improvement Areas"); and In connection with. the development of the Property, CITY and LICENSEE desire to assign responsibility for the installation and maintenance of landscaping and hardscaping within the Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance with plans and specifications submitted by LICENSEE and as reasonably approved by CITY; and By this Agreement, CITY and LICENSEE desire to clarify and specifically delineate their obligations with respect to the installation and maintenance of landscaping within the Improvement Areas, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, CITY and LICENSEE covenant and agree as follows: 1 13-3906.0011110704 1. GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain landscaping and hardscaping within the Improvement Areas pursuant to the terms as set forth in this Agreement. 2. TERM. The term of the License (the "Term") granted herein shall be perpetual, provided that CITY may terminate the License and this Agreement upon thirty (30) days written notice to LICENSEE. TERMINATION. In the event of any such termination, the CITY may, at its option, either: (a) at its sole expense, disconnect existing water and electrical supply sources to the Improvement Areas from the Property (leaving the water and electrical systems serving the Property fully functional and in compliance with law), and construct and reconnect CITY water and electrical supply sources to the Improvement Areas, or (b) continue to use water and electricity from the Property for the Improvement Areas, in which case CITY shall agree in writing, upon terms acceptable to the parties, to reimburse LICENSEE on a monthly basis for the reasonable costs of such water and electricity, and, at its sole expense, to maintain in a good condition and repair the portion of the water and electrical systems located in the Improvement Areas. 4. DESCRIPTION OF IMPROVEMENTS. All improvements installed within the Improvement Areas shall be as depicted on those certain plans and specifications as approved by the CITY relative to the Property and the subject development thereof. The landscaping and other improvements within the Improvement Areas for which LICENSEE, at its sole cost at no expense to the CITY, shall install, repair, maintain, and/or replace in accordance with the terms of this License shall be collectively referred to as the "LICENSEE'S Improvements" and includes the following: Landscaping, Irrigation Systems and Plant Material: Plants and trees in accordance with the Landscaping Plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY and the irrigation systems serving the same. Hardscaping: Enhanced and concrete paving including sidewalks, driveways, access ramps and stairs in accordance with the precise grading plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY. 5. MAINTENANCE RESPONSIBILITIES. At LICENSEE'S sole cost and expense, LICENSEE agrees to perform all maintenance responsibilities for the Improvement Areas, including, but not limited to: sidewalk cleaning; trash disposal; signs; pedestrian scale lighting (defined as 14-foot high street lamps);watering; repairing and/or adjusting irrigation systems when failures occur; fertilizing; cultivating; edging; performing general planting and trimming or other corrective gardening; spraying grass and plants with both insecticides and herbicides; and, generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into 2 13-3906.001/110704 consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the area. LICENSEE agrees to maintain and keep the Improvement Areas in good condition and repair, free and clear of litter and debris and free from any nuisances and to comply with all health and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris in a sanitary and legal manner and location. All of the responsibilities listed in this Paragraph 5 (including subparts) shall collectively be referred to as "Maintenance Responsibilities." (a) Maintenance of Trees and Plants. LICENSEE's maintenance obligations shall include watering, repairing, maintaining, adjusting and monitoring irrigation systems when failures occur, fertilizing, edging, performing general planting and trimming or other corrective maintenance, spraying with insecticides and herbicides, and generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the Improvement Areas, including but not limited to the following: 1. Provide and apply fertilizer as necessary to sustain healthy growth. 2. Maintain the Improvement Areas to allow access by CITY personnel to CITY facilities and in a condition that is substantially free from weeds, debris and harmful insects at all times. 3. Keep plantings trimmed to eye pleasing appearance. 4. Use only those pesticides and fertilizers approved by the State of California and in a manner consistent with label and legal restrictions. 5. Remove and replace unhealthy, dead, invasive or unplanned plantings as they are observed. 6. Keep the entire area policed and free of litter and deleterious material. LICENSEE shall provide trash pick-up, sweeping, and clean-up as required to ensure no offensive odors, gum, wax, litter, liquids or other materials are allowed to remain on or stain paving, planters, containers, decorative features, artwork or other surfaces. 7. Maintain, repair and operate irrigation system in a manner that prevents water from flooding onto the right-of-ways. 8. All tree trimming shall be done by an I.S.A. Certified Arborist or an I.S.A. Certified tree worker under the direct supervision of an I.S.A. Certified Arborist. Said trimming shall be per the International Society of Arborist, A.N.S.I. 300A standards. Any tree work not conforming to these requirements shall be subject to damage assessment by the City of Huntington Beach Tree Supervisor. Damages may potentially lead to penalties which can involve removing and replacing the damaged tree with an approved replacement of the same size that was originally planted, and payment of fines equal to the value of the original (damaged) tree. Any fines shall be payable by LICENSEE to the CITY. 3 13-3906.001/110704 9. If for any reason LICENSEE is unable to maintain the Improvement Areas in a manner satisfactory to the CITY, LICENSEE shall re -landscape the Improvement Areas to a condition acceptable to the CITY at LICENSEE's sole cost and expense. 10. Control and maintain the Improvement Areas such that no landscaping or plant materials growth, or irrigation water spray, obstructs or hinders vehicular or pedestrian traffic, or encroaches across or onto any bicycle path, sidewalk, public access area, the street right-of-way from the edge of the curb/gutter to the center of any street right-of-way. 11. Conform to all applicable Best Management Practices set forth in the CITY'S Local Implementation Plan Section A-9, Existing Development Exhibit A-9.11, BMP Fact Sheet IC7 Landscape Maintenance and the Arboricultural and Landscape Standards Specification issued by the Department of Public Works. (b) Maintenance of Hnrdscape Material. LICENSEE's maintenance obligations shall include all concrete and enhanced hardscaping material including all sidewalks, driveways, access ramps and stairs. Maintenance includes, but is not limited to, linear root barriers, concrete repair and replacement, grinding or patching variations in elevation of sidewalks and driveways for an acceptable riding surface, and the removal of dirt, debris, graffiti, weeds, and any other deleterious items or material on or about the sidewalks or driveways in an expeditious manner. (c) Utilities Serving the Improvement Areas. LICENSEE shall bear the expense of electricity and any other utility necessary to serve the Improvement Areas. LICENSEE shall be responsible for using such utilities in a secure and hazardless manner, complying in all respects with applicable codes and ordinances. (d) Signage. LICENSEE shall repair and maintain during the Term any signage constructed and installed on the Improvement Areas by LICENSEE. 6. PLANS AND SPECIFICATIONS. Throughout the Term, LICENSEE shall perform, at its sole cost and expense, any and all repairs, replacements or refurbishing to the Improvements which LICENSEE constructs in the Improvement Areas as necessary to bring the Improvements into an operating condition, all in accordance with plans and specifications as submitted by LICENSEE to CITY, which plans and specifications shall be subject to the prior written approval of CITY. No changes, modifications, or alterations may be made to the Improvement Areas without the prior written consent of CITY. 7. MATERIAL ALTERATIONS. After the approval of the plans and specifications and the installation of the Improvements in the Improvement Areas in accordance with the plans and specifications, no material changes, modifications or alterations may be made to the Improvement Areas without the prior written consent of CITY. 8. CITY REQUIREMENTS. LICENSEE, or anyone performing work on behalf of LICENSEE, shall be properly licensed by CITY for any work performed on the Improvement Areas. Furthermore, LICENSEE, or anyone performing work on behalf of LICENSEE, shall acquire the proper encroachment permit and comply with all other CITY requirements prior to performing any work on Improvement Areas in the public right-of-way. 13-3906.0011110704 9. CITY RIGHT TO INSPECT. CITY shall have the right to inspect the Improvement Areas at any time to ensure that LICENSEE is performing its obligations hereunder. CITY and LICENSEE shall negotiate in good faith to come to a mutual agreement as to the time and date for such inspections. 10. DAMAGE TO IMPROVEMENT AREAS. In the event any damage is caused to any pathways, sidewalks, curbs, gutters, street furniture, street lights, medians, streets or utilities as a result of the installation of the landscaped material installed on the Improvement Areas and/or the performance of the maintenance responsibilities of the Improvement Areas, LICENSEE agrees to repair same at its own expense. In the event that damage is caused by the acts of any person to any portion of the landscaped area or in the event any equipment is broken or breaks or is destroyed or in the event vegetation rots or dies, said equipment or vegetation shall be replaced or restored within ten (10) calendar days of the date of the breakage or destruction. Stolen items will be considered destroyed for purposes of this Section 10. 11. REPAIR BY CITY. Except as otherwise provided for in this License, in the event any I:. __.. damage is caused to anyof the _LICENSEE's..Improvements within ..the. ImprovementAreas ..as a -- - result of the installation, maintenance and/or repair work performed by the CITY or its contractors, agents or employees within the Improvement Areas, CITY shall promptly repair the same at its own expense. 12. COOPERATION. In the event both LICENSEE and CITY are required to repair damage to the improvements the parties shall cooperate with each other so as to minimize the costs incurred by each of them. 13. MECHANICS' LIENS. LICENSEE agrees not to suffer any mechanics' lien(s) to be filed against the Improvement Areas by reason of any work, labor, services or material performed at or furnished to the Improvement Areas, by or through LICENSEE. LICENSEE shall, at its sole cost and expense, cause any mechanics' lien(s) which may be filed against the Improvement Areas to be released or bonded or affirmatively insured within sixty (60) days after the date of filing of such mechanics' lien(s). Nothing in this Agreement shall be construed as consent on the part of the CITY to subject the CITY's estate in the Improvement Areas to any mechanics' lien(s) or liability under the mechanics' lien laws of the State of California. 14. ASSIGNMENT. The License herein granted is personal to LICENSEE and any attempt to assign the License to any entity shall require the prior approval of CITY and is subject to the provisions set forth in Section 37 below. Notwithstanding the foregoing, assignment of the License to a LICENSEE affiliated entity shall not require prior approval of CITY. Other than the License granted hereunder, LICENSEE hereby expressly waives any claim to or interest or estate of any kind or extent whatsoever in the Improvement Areas arising out of the License or out of LICENSEE'S use or occupancy of the Improvement Areas, whether now existing or arising at any future time. This License is appurtenant to the Property and may not be separately assigned apart from the Property or the interests therein. LICENSEE shall give notice in writing to CITY of any such assignment and delegation; such notice shall include the mailing address of the delegee, and will become the delegee's address for service of notices. LICENSEE hereby covenants for itself and its successors and assigns, that conveyance of any interest in the Property shall constitute an assumption by any successors, assigns or transferees of LICENSEE, of the obligations under this 5 13-3906.001/110704 License, and upon such conveyance, the predecessor in interest of such assuming party shall be deemed relieved from any further obligations or responsibilities under this License. 15. WORKERS COMPENSATION INSURANCE. Pursuant to California Labor Code §1861, LICENSEE and its successors or assigns acknowledges awareness of Section 3700 et seq. of said California Labor Code, which requires every employer to be insured against liability for workers' compensation. LICENSEE covenants that it will comply with such laws and provisions prior to conducting any activity pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Million Dollars ($1,000,000) bodily injury by accident, each occurrence, One Million Dollars ($1,000,000) bodily injury by disease, each employee, and One Million Dollars ($1,000,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies reasonably satisfactory to CITY. LICENSEE shall require all subcontractors retained by LICENSEE to perform work hereunder to provide such workers' compensation insurance for all of the subcontractors' employees. LICENSEE shall fumish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and LICENSEE shall similarly require. all. subcontractors to. waive subrogation.. - - 16. OTHER INSURANCE. In addition to the workers' compensation insurance in Section 15 above and LICENSEE's covenant to indemnify CITY in Section 18 below, LICENSEE or its successors or assigns shall obtain and furnish to the CITY and carry at all times incident hereto, on all activities to be performed in the Improvement Areas as contemplated herein, general liability insurance including coverage for bodily injury, property damage and motor vehicle coverage. All insurance shall be underwritten by insurance companies reasonably satisfactory to CITY. Said insurance shall name the CITY as Additional Insureds and shall specifically provide that any other insurance which may be applicable to all activities to be undertaken by LICENSEE concerning the Improvement Areas shall be deemed excess coverage and that LICENSEE's insurance shall be primary. Said policy of insurance shall pay on behalf of LICENSEE, its officers, agents, and employees, while acting within the scope of their duties, against any and all claims of liability arising out of or in connection with all activities to be undertaken by LICENSEE concerning the Improvement Areas affected by the license. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits. LICENSEE shall require its insurer to waive its subrogation rights against CITY. 17. CERTIFICATE OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS. Prior to conducting any activity pursuant to this Agreement, LICENSEE shall fimiish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy; and shall state that the policy is currently in force; and shall promise to provide that such policies will not be canceled or modified without providing notice to CITY in accordance with policy provisions. LICENSEE shall maintain the foregoing 6 13-3906.00111,10704 insurance coverage in force until the Term of this Agreement has expired or this Agreement is terminated. The requirement for carrying the foregoing insurance coverage shall not derogate the obligations of LICENSEE under this Agreement. CITY or its representative shall at all times have the right to demand a copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to LICENSEE's liability policy as required hereunder, naming the CITY as Additional Insureds, shall be provided to the CITY Attorney for approval prior to the commencement of any work by LICENSEE pursuant to this Agreement. 18. INDEMNIFICATION AND HOLD HARMLESS. LICENSEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its officers, and employees, and assigns (hereinafter collectively called "Indemnified Parties") against any and all liability, claims, judgments, penalties, damages, expenses, costs and demands, including without limitation reasonable attorneys' fees, however caused, including those resulting from death or injury to any person (including without limitation any Indemnified Party), and damage to any property, real or - person ; of any kind wherever located and by whomever owned (including, without limitation, property -owned by an Indemnified Parry), which injury, deathorphysical damages arises directly or indirectly out of the grant of license herein contained or the activities to be undertaken by LICENSEE (or LICENSEE's officers, employees, agents, contractors, LICENSEEs, or invitees) concerning the Improvement Areas, caused in whole or in part by any negligent actor omission of the LICENSEE, any of its contractors, subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them maybe liable (collectively, the "LICENSEE Parties"), including but not limited to concurrent active or passive negligence of the LICENSEE Parties, except to the extent caused by the negligence or willful misconduct of CITY or any of its agents, contractors, subcontractors, officers, or employees. City shall provide immediate notice to LICENSEE whereupon LICENSEE shall conduct any defense required hereunder at its sole cost and expense. 19. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work done or undertaken by it on the Improvement Areas shall be for its sole account and not as an agent, servant or contractor for CITY. 20. RULES AND REGULATIONS. LICENSEE agrees to obey and observe (and cause its officers, employees, contractors, invitees and all others doing business with LICENSEE to obey and observe) all rules and regulations of general applicability regarding the Improvement Areas as may be reasonably established by CITY at any time and from time to time during the Term of this Agreement. 21. DEFAULT. In the event LICENSEE does not perform, or cause to be performed, any of the Maintenance Responsibilities as contemplated by this Agreement, CITY shall first provide written notice to LICENSEE in the manner and at the address for notices provided in Section 23, describing the alleged default by LICENSEE. I.f LICENSEE fails to cure said default within thirty (30) calendar days following the date of delivery of such notice of default, CITY may thereafter cause such maintenance to be performed, and all actual and reasonable costs incurred shall be assessed to and billed directly to the LICENSEE. Any invoice for such costs incurred shall include copies of paid invoices evidencing the costs incurred. Payment from LICENSEE shall be due within thirty (30) calendar days following the date of receipt of invoice. In addition, 13-3906.001/110704 one and a half (I-1/2%) interest per month shall be added for each month payment hereunder is due but unpaid. 22. APPLICABLE LAW. LICENSEE shall, at its sole cost and expense, faithfully observe in the use and occupation of the Improvement Areas all municipal ordinances, and all state and federal statutes now in force and which may hereafter be in force, and shall fully comply, at its sole expense, with all regulations, orders, and other requirements issued or made pursuant to any such ordinances and statutes. All building permits, business licenses and other applicable permits and licenses shall be secured and paid for by LICENSEE. 23. NOTICES. Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to LICENSEE (as designated herein) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope and sent (i) postage prepaid, and depositing the same in the United States Postal Service, via certified or registered mail, or (ii) using nationally recognized overnight courier service, or (iii) via facsimile - transmission (with a copy to also be placed in the United States Mail), and addressed as follows: TO CITY: TO LICENSEE: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 ATTN: Director of Public Works Tel: (714) 536-5431 Facsimile: (714) 374-1573 DCO BEACH WALK LLC ATTN: Legal Department 1745 Shea Center Drive, Suite 200 Highlands Ranch, CO 80129 Tel: (720) 283-6120 Any mailing address or telefacsinule number may be changed at any time by giving written notice of such change in the mariner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. A person may not give official or binding notice by facsimile. The effective time of a notice shall not be affected by the receipt, prior to the receipt of the original, of a facsimile copy of the notice. 24. CAPTIONS AND TERMS. The captions and section numbers appearing in the Agreement are for convenience only and are not apart of the Agreement and do not in any way limit, amplify, define, construe or describe the scope of intent of the terms and provisions of this Agreement, or in any way affect this Agreement. 25. RECORDATION. LICENSEE shall record this Agreement in the Official Records of the County of Orange, State of California. 26. NON -EXCLUSIVITY. This License is non-exclusive, and the Improvement Areas shall at all times be open to use by the general public. 8 13-3906.00I/110704 27. NONDISCRIMINATION. LICENSEE agrees that in the performance of this Agreement and use of the Improvement Areas it will not engage in, discrimination against any person because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex. 28. COOPERATION. LICENSEE shall in good faith cooperate in connection with its respective rights and obligations under this Agreement, including, but not limited to, performing any acts and executing any further documents that may be reasonably necessary to effectuate the purposes of or rights conferred under this Agreement. 29. SEVERABILITY. If any provision of this Agreement shall to any extent be deemed to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each provision of this Agreement, unless specifically conditioned upon such invalid or unenforceable provision, shall be valid and enforceable to the fullest extent permitted by law. 30. ENTIRE AGREEMENT. This Agreement, together with any attachments hereto or inclusions by reference, constitutes the entire agreement. between the parties hereto relating to the rights herein granted and the obligations herein assumed, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties hereto with respect to the rights and obligations contained herein. Any oral representations or modifications concerning this instrument shall be of no force or effect except a subsequent modification in writing, approved by the CITY and signed by the parties to be charged. 31. ATTORNEY'S FEES. If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, each party shall bear its own attorneys' fees. The prevailing party shall not be entitled to recover its attorneys' fees from the nonprevailing party. 32. CITY RIGHT TO ENFORCE. Notwithstanding the provisions of Section 31 above, LICENSEE acknowledges and agrees that CITY has the right and standing, but not the obligation, to enforce any of the terms of this Agreement by any appropriate legal or equitable means and shall be entitled to reimbursement for any costs incurred in enforcing this Agreement. LICENSEE shall provide CITY with, and at all times keep current, contact information for LICENSEE and any property manager acting on its behalf. 33. GOVERNING LAW. This Agreement shall be governed, construed, interpreted, and enforced under and in accordance with and governed by the laws of the State of California. 34. AMENDMENTS. This Agreement may be amended, modified, and/or supplemented only by the written agreement of LICENSEE and CITY, or the successors and assigns of each. 35. COVENANTS. Each of the covenants set forth in this Agreement (i) shall run with the land; (ii) shall be binding upon, and shall inure to the benefit of, any person or entity having or acquiring any interest in any portion of any property benefited or burdened thereby, during the period of such person's or entity's ownership, and all of their respective successive owners and assigns; and (iii) shall be binding upon, and shall inure to the benefit of, the property benefited or 9 13-3906.001/110704 burdened thereby and every portion thereof and 'interest therein. The License granted by this Agreement is subject to all matters of record as of the effective date of this Agreement. 36. DELEGATION OF AUTHORITY. CITY hereby delegates to its City Manager or his or her designee the authority to implement all provisions of this Agreement. 37. EXCLUSIVE BENEFIT OF PARTIES. The provisions of this Agreement are for the exclusive benefit of CITY and LICENSEE and their successors and assigns, subject to the provisions hereof, and neither for the benefit of nor give rise to any claim or cause of action by any other person. 38. SURVIVAL. All representations, warranties, waivers, and indemnities given or made hereunder shall survive termination of this Agreement. 39. AUTHORITY TO SIGN. LICENSEE hereby represents that the individual executing this Agreement on behalf of LICENSEE has full authority to do so and to bind LICENSEE to perform pursuant to the terms and conditions o.f.this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on UJ_"A 20I . LICENSEE: DCO BEACH WALK LLC a Delaware Limited Liability Company BY: DCO REALTY, INC., a Delaware Corporation, its le member By: MY L Y print name ITS: (circle one) Chairm residen,) ice President AND By: �N WI CM-_) rntt name ITS: (circle one ecret hief Financial Officer/ Asst. Secretary -Treasurer 1.3-3906.001/110704 CITY: CITY OF HUNTINGTON BEACH, a California municipal corporation Mayor n INI TMTED AND APPROVED: Director of Public Wor REV ND APPROVED: Ci a,ger - TRQVE�D1 TO 'ORM: J ity Attorney 1G6 (CtZ��19 �� 10 State of California County of On 2013, before me, Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature _. (Seal) State of Colorado County of —LZXc�� On �t,2 201 before me,�Q ak S` WNotary Public, personally appeared" Warr P n T( a, 10-Q— , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. FITNESS m d official seal. Si afore (Seal) _ .. 11 13-3906.001/110704 State of California County of On 2013, before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. _......Signature.. _ . _ _... (Seal) _ _..... _....... ......._. _ _..... _..... State of Colorado County of On I I , 201� before me, e-Loro \- S1 AnYoPlNotary Public, personally appeare W`i tiCtKY1 L'Ic personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand official seal. Signa e (Seal) 11 13-3906.001/110704 ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On July 28, 2014, before me, P. L. Esparza, Notary Public, personally appeared .loan L. Flynn and Matthew M. Harper who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. P. L. ESPARZA 2750 WITNESS my hand and official seal. NotaryComm'Poh� con # cai3itorn a orange County M Comm. Expires Aug 4.2017 r (Seal) (Notary Signa ) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY PARCEL 1, AS DESCRIBED ON EXHIBIT "A" OF LOT LINE ADJUSTMENT 12-005, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED JULY 15, 2013 AS INSTRUMENT NO. 20130004228 10 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY . IrwI �.. w- q----------- - - -----------=--- --- --- qq t f iI�~ I: I I , ,•,,+ h I I o I: BEACH�RT f I I I : r IQij l Ivl f I I �` I e- � 9 Zia ' � ; � I I m i � I ;p�: ! I I ,`"�•. loll Y I I -17 11 7—I %, s I - gi ►, ; Sy CURB h I i � I �`� {SIDEWALK PIL c I ! I ( ! I LEGEND AREAS LANDSCAPED TO BE MAINTAINED ® AREAS HARDSCAPED TO BE MAINTAINED SCALE: 1 "=70' EXHIBIT B CONSULTING ENGINEERSISURVEYORSIPUWNEAS IMPROVEMENT AREA PER MAINTENANCE AGREEMENT 7el(949)755-8W Newport Beach, Caltfomia 92660 F-(9/9)75&&t44 -01 CERTIFICATE OF LIABILITY INSURANCE DATE(M)AJDDA'YYY) 06/26=14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 11ou of such endorsement(s). PRODUCER Aon Risk insurance Services West, Inc. Denver Co office CONTACT NAME. (� No,EH); (303) 758-7688 (303) 758-9458 1900 16th Street, suite 1000 Denver Co 80202 USA E-LINL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL 9 INSURED INSURER A: Lexington Insurance Company 19437 UDR. Inc. Attn: Robert Klingler 1745 Shea center Drive, SUi to 200 L14SURERB: Ironshore specialty Insurance company 25445 INSURER C: Highlands Ranch, CO 80129 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570054329330 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAiD CLAIMS. Limits shovel are as requested LTR TYPE OF 1lISURANCE y.D POLICY NUMBER M N E XP LIMITS B X COMMERCIAL GENERAL LIABILITY 001189900 0211512012 0271572ff16 EACH OCCURRENCE S2,000,000 CLAIMS -MADE ❑X OCCUR DAMAGE TO PR OASES EaEo rrence NTED excluded MEDEXP(AnycnaPas-) Excluded PERSONAL& ADV INJURY S2,000,000 GENLAGGREGATE LPJITAPPUES P£R: GENERAL AGGREGATE $4,000,000 X POLICY ❑ JE o. ❑ LOC PRODUCTS • COA1P,bP AGG S4,000,000 OTHER: AUTOMOBILE LIABILITY ANYAUTO ALLOWNED SCHEDULED AUTOS AUTOS HIREDAUTOS NON -OWNED AUTOS r _ " � - 1•'-'')<.a:Ir1-'� ���� , I • - , /(J' I COMBINED SINGLE UNFIT a acrid I BODILY INJURY ( Per person) BODILY IIiIURY(Paa�t) PROPERTY DAMAGE Pa accMetK A*XEXCESS BRELLALIAS OCCUR 015681 70 02/15/2012 02 15/2016 EACH OCCURRENCE $15,000,000 LIIB H CLAIMS -MADE AGGREGATE $15,000.000 RETENTION WORKERS COMPENSATION AND EMPLOYERS'LILBILITY• YIN ANY PROPRIETOR! PARTNER I EXECUTIVE OFFICERME)ABER EXCLUDED? (Mandatory in h" N I A PER STATUTE OTH• ER E-L EACH ACCIDENT EL- DISEASE-EAEVPLOYEE I ye descnbe under DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY UMJT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, A4& Wnal Remarks Schedule, may be attached if more space is required) RE: Beachwalk, 19891-19895 Beach Blvd., Huntington Beach CA. Certificate Holder is included as Additional Insured as required by written contract, but limited to the operations of the Insured under said contract, per the applicable endorsement with respect to the General Liability policy. A waiver of Subrogation is granted in favor of Certificate Holder as required by written contract but limited to the operations of the insured under said contract, with respect to the General Liability policy, should any of the above described policies be cancelled before the expiration date thereof the policy provisions will govern how notice of cancellation may be delivered to certificate holders in accordance with the policy provisions of each policy. CERTIFICATE HOLDER it SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED,IN ACCORDANCE WITH THE - POUCYPROVI MS. -. City of Huntington Beach AUTHORIZED REPRESENTATIVE Attn: city Attorney Hunt Main street HuntM11 a�711GaflldlGiLY9Jfb �♦Z4dxQ �1f �p Huntington Beach CA 92648 USA /�fJ� ✓yam 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014i01) The ACORD name and logo are registered marks of ACORD CANCELLATION A� V® CERTIFICATE OF LIAIBILITY INSURANCE —DATF O7/10/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must 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 1-720-279-3400 gAMT,�CT Susan Pratt Hays Companies of Denver PHONE FAX 720-279-3419 A/C No; 720-279-3401 1125 17th Street AJIL ADDRESS: spratt®ha scompanies.com Suite 400 Denver, CO 80202 INSURERS AFFORDING COVERAGE NAIC C INSURERA: QBR INS CORP 39217 Tim Osburn INSURED INSURER e UDR, Inc. INSURER C : INSURER0, 1745 Shea Center Drive, Suite 200 INSURER£: Highlands Ranch, CO 80129 INSURER F: rnVFRAn9A r:FRTIPIr'.ATF N1IMRFR• 406878a7 Rr-VICInN NIIMRr-R- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADO S BR POUCYNUMBER POLICY EFF MWDD POLICY EXP MM/DD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE1-1 OCCUR P .IASE TO ft Nl'E0� $ MED EXP oneperson) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ $ POLICY PRO- LOC JECT A AUTOMOBILE LIABILITY X CBA 3968135 BIN INC, LE LIMI Ea accident 1,000,000 BODILY INJURY (Pei person) $ X ANY AUTO BODILY INJURY (Per accident) 3 ALL OWNED SCHEDULED AUTOS AUTOS PROPERTY DAMAGE P n $ O N-OWNED HIRED AUTOS AUTOS $ UMBRELLA UAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR DEO I I RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNER/EXECUTNE TORY LIMITS ER E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N / A (Mandatary in NH) E.L. DISEASE- EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS beav E.L. DISEASE- POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If mare space la required) Re: Beach & Ocean (Beachwalk) City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are added as additional insured with respect to auto liability where required by written contract. 30 day Notice of cancellation and 10 day for nonpayment of premium applies. Comp./Coll. deductible-$1000.00 Gt:KTIVIUATt HULUEK GANGtLLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Attorney 2000 Main Street AUTHORIZED REPRESENTATIVE Altanta, CA 92648 USA 01988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD pratts 40687837 i ' ® �`"� ® CERTIFICATE OF LIABILITY INSURANCE DATE (MWDDNYYY) 06/26/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder Is an ADDITIONAL INSURED, the policy(ies) must 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 1-720-279-3400 CONEACT Susan Pratt Hays Companies of Denver PHONE FAX 720-279-3419 C. No;720-279-3901 1125 17th Street pkp Lg. aprattAhayscompanies.com Suite 400 Denver, CO 80202 INSURERS AFFORDING COVERAGE NAICS INSURER A: STONINGTON INS CO 10340 Tim Osburn INSURED INSURER a : INSURER C : UDR, Inc. INSURERD: 1745 Shea Center Drive, Suite 200 INSURERE: Highlands Ranch, CO 80129 INSURER F : 1%f%WM0A1tCQ CCDTICIL`ATC MIIUQCD• 40422233 RFVISIrJN NrJM13FR' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLITYPE imgp wyn SUER POLICY NUMBER PWDD EFF µMJ IDCDY EXP LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAWS•h1ADE D OCCUR EACH OCCURRENCE $ PREI I ESWRENTE en $ MED EXP oneperson) $ PERSONAL AADVINJURY $ GFNERALAGGREGATE $ GENLAGGREGATE LIMITAPPDESPER POLICY PRO- LOC JECTAUTOMOBILE PRODUCTS .COMPIOPAGO $ $ LIABILITY ANY AUTO ALLOWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS HAUTOS CWBINEn L LIMIT accident) ,_,_• BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ UMBRELLA LWB EXCESS LIAR OCCUR CLAWS•MADE EACH OCCURRENCE S AGGREGATE $ DED I I RETENTIONS $ A WORKERS COMPENSATION AND EMPLOYERS! LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory In NH) 0 es, describe under DESCRIPTION OF OPERATIONS below NIA CWC3968134 06/15/1 06/15/14 X WCSTI., GTH- E.L. EACH ACCIDENT $ 11000,000 E.L. DISEASE • EA EMPLOYEq S 1,000,000 E.L. DISEASE • POLICY LIMIT I S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS i VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Re: Beach & Ocean(Beachwalk) LtKIIrILA1t r1VLYCK NMitLGGLIIIIV,� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attnt City Attorney 2000 Main Street AUTHORIZED REPRESENTATIVE Altanta, CA 92648 USA ACORD 25 (2010105) pratts 40422233 V lUUtl-ZUIU AttiUKIJ t:VKI-VKA I IVIV. AN rlgnrs reserveu. The ACORD name and logo are registered marks of ACORD INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1 Requested by: Public. Works — Development Services (Bob miiani). 4. Description of work to be performed: Landscape Maintenance in the Beach Boulevard right-of-way along the Beachwalk Al2artments project frontage 5. Value and length of contract: Not Applicable. 6. Waiver/modification request: Waiver of. liability insurance deductible from $5000 to 7. Reason for request and why it should be,granted: The developer. purchases insurance on a national basis and not site. by site and cannot:cutomize its' insurance policy to each individual proJect 8. Identify the risks to the City in approving this waiver/modification, If there is an event fp_quiring insurance coverage, the developer may not be.able to cover the deductible. APPROVALS Approvals must be obtained in the order. listed on:this form. Two approvals are requir I ed for a request to be granted., App I roval frorp the City Adrninistrators.Office is:.only required if Approved []Denied 2. Pity Attorney's Office ffic --"proved De ed 3. City Manager's Office Approved Denied Signature Date if approved,. the cornpleted waiver/modification request is to be submitted to the City Attorney's Office alohg:With. the., coritractfOr' approval... Once the contract hag been approved, Houchwm|kInsurance Waiver Form 6/301�0149:20:00AM 1 1 •. RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P O Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder ]�� ��J] I 11 11�1� �1� 11 I 1��J� I I 11�11 II ( 11�� I 11� ,NO FEE *$ R 0 0 0 8 0 6 8 0 9 0$ 201600000238712:07 pm 01105116 47 406 Al2 19 0.00 0.00 0.00 0.00 54.00 0.00 0.00 0.00 SPACE ABOVE THIS LINE FOR RLCORDLR S USE (REVISED) LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND ELAN HUNTINGTON BEACH, LLC TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND PUBLIC IMPROVEMENTS IN THE PUBLIC RIGHT" -OF -WAY The Landscape Maintenance License Agreement (Agreement) between the City of Huntington Beach and Elan Huntington Beach, LLC recorded on July 29, 2014 (Instrument 2014000301407) is required for the continuing maintenance and liability of all of the project landscaping/irrigation and hardscaping that encroaches into the Beach Blvd and Ellis Ave rights -of -way Exhibit "B" of that Agreement inadvertently illustrated only the Beach Blvd right-of-way area and omitted the Ellis Ave. nght-of-way area In order to correct this, Elan Huntington Beach, LLC has submitted a revised Exhibit "B" depicting the entire areas within both the Beach Blvd. and Ellis Ave. rights -of -way that are to be maintained by the property owner/developer The attached Agreement reflects the correct Exhibit "B". CITY CITY OF HUNTINGTON BEACH, a California municipal corporation INITIATED AND A PROVED - Director of Public Work APPROVED S TO FORM City Attorney RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE (REVISED) LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND ELAN HUNTINGTON BEACH, LLC TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND PUBLIC IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY The Landscape Maintenance License Agreement (Agreement) between the City of Huntington Beach and Elan Huntington Beach, LLC recorded on July 29, 2014 (Instrument 2014000301407) is required for the continuing maintenance and liability of all of the project landscaping/irrigation and hardscaping that encroaches into the Beach Blvd and Ellis Ave rights -of -way. Exhibit `B" of that Agreement inadvertently illustrated only the Beach Blvd right-of-way area and omitted the Ellis Ave right-of-way area. In order to correct this, Elan Huntington Beach, LLC has submitted a revised Exhibit `B" depicting the entire areas within both the Beach Blvd and Ellis Ave. rights -of -way that are to be maintained by the property owner/developer. The attached Agreement reflects the correct Exhibit "B". CITY CITY OF HUNTINGTON BEACH, a Califorma municipal corporation INITIATED AND A PROVED: Director of Public Work APPROVED S TO FORM: <O-' City Attorney This Document was electronically recorded by City of Huntington Beach RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder IIIIIIIII�IIIIIII ILIIIIIIII11IIIIIIIIII11IIINIIIIIIIIIIIN0 FEE 2014000301407 09:55am 07/29/14 217 402 Al2 15 0000.000.0000042000.000000.00 SPACE ABOVE THIS LINE FOR RECORDER'S USE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND ELAN HUNTINGTON BEACH, LLC, TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND HARDSCAPING IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY This License Agreement (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and ELAN HUNTINGTON BEACH, LLC, a Delaware Limited Liability Company, hereinafter referred to as "LICENSEE." WHEREAS, ELAN HUNTINGTON BEACH, LLC, is the owner of certain real property located in the City of Huntington Beach, County of Orange, State of California, which is more particularly described in the legal description attached hereto as Exhibit "A" and incorporated by this reference (the "Property"), and CITY is the owner of those certain areas in the immediate vicinity of the Property that are depicted on Exhibit "B" attached hereto and incorporated herein by this reference (the "Improvement Areas"), and In connection with the development of the Property, CITY and LICENSEE desire to assign responsibility for the installation and maintenance of landscaping and hardscaping within the Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance with plans and specifications submitted by LICENSEE and as reasonably approved by CITY; and By this Agreement, CITY and LICENSEE desire to clarify and specifically delineate their obligations with respect to the installation and maintenance of landscaping within the Improvement Areas, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, CITY and LICENSEE covenant and agree as follows 13-3906/99136 I GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby hereby grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain landscaping and hardscapmg within the Improvement Areas pursuant to the terms as set forth in this Agreement. 2 TERM. The term of the License (the "Term") granted herein shall be perpetual, provided that CITY may terminate the License and this Agreement upon thirty (30) days written notice to LICENSEE. 3. TERMINATION. In the event of any such termination, the CITY may, at its option, either: (a) at its sole expense, disconnect existing water and electrical supply sources to the Improvement Areas from the Property (leaving the water and electrical systems serving the Property fully functional and in compliance with law), and construct and reconnect CITY water and electrical supply sources to the Improvement Areas, or (b) continue to use water and electricity from the Property for the Improvement Areas, in which case CITY shall agree in writing, upon terms acceptable to the parties, to reimburse LICENSEE on a monthly basis for the reasonable costs of such water and electricity, and, at its sole expense, to maintain in a good condition and repair the portion of the water and electrical systems located in the Improvement Areas. 4 DESCRIPTION OF IMPROVEMENTS. All improvements installed within the Improvement Areas shall be as depicted on those certain plans and specifications as approved by the CITY relative to the Property and the subject development thereof. The landscaping and other improvements within the Improvement Areas for which LICENSEE, at its sole cost at no expense to the CITY, shall install, repair, maintain, and/or replace in accordance with the terms of this License shall be collectively referred to as the "LICENSEE'S Improvements" and includes the following: Landscaping, Irrigation Systems and Plant Material: Plants and trees in accordance with the Landscaping Plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY and the irrigation systems serving the same. Hardscaping: Enhanced and concrete paving including sidewalks, driveways, access ramps and stairs in accordance with the precise grading plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY. 5. MAINTENANCE RESPONSIBILITIES. At LICENSEE'S sole cost and expense, LICENSEE agrees to perform all maintenance responsibilities for the Improvement Areas, including, but not limited to: sidewalk cleaning, trash disposal; signs; pedestrian scale lighting (defined as 14-foot high street lamps), watering; repairing and/or adjusting irrigation systems when failures occur, fertilizing, cultivating; edging; performing general planting and trimming or other corrective gardening; spraying grass and plants with both insecticides and herbicides; and, generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into 2 13-3906/99136 consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the area. LICENSEE agrees to maintain and keep the Improvement Areas in good condition and repair, free and clear of litter and debris and free from any nuisances and to comply with all health and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris in a sanitary and legal manner and location. All of the responsibilities listed in this Paragraph 5 (including subparts) shall collectively be referred to as "Maintenance Responsibilities." (a) Maintenance of Trees and Plants LICENSEE's maintenance obligations shall include watering, repairing, maintaining, adjusting and monitoring irrigation systems when failures occur, fertilizing, edging, performing general planting and trimming or other corrective maintenance, spraying with insecticides and herbicides, and generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the Improvement Areas, including but not limited to the following: 1. Provide and apply fertilizer as necessary to sustain healthy growth. 2. Maintain the Improvement Areas to allow access by CITY personnel to CITY facilities and in a condition that is substantially free from weeds, debris and harmful insects at all times 3 Keep plantings trimmed to eye pleasing appearance. 4. Use only those pesticides and fertilizers approved by the State of California and in a manner consistent with label and legal restrictions 5. Remove and replace unhealthy, dead, invasive or unplanned plantings as they are observed 6. Keep the entire area policed and free of litter and deleterious material. LICENSEE shall provide trash pick-up, sweeping, and clean-up as required to ensure no offensive odors, gum, wax, litter, liquids or other materials are allowed to remain on or stain paving, planters, containers, decorative features, artwork or other surfaces 7. Maintain, repair and operate irrigation system in a manner that prevents water from flooding onto the right-of-ways. 8. All tree trimming shall be done by an I.S.A Certified Arborist or an I.S.A Certified tree worker under the direct supervision of an I.S.A. Certified Arborist. Said trimming shall be per the International Society of Arborist, A.N.S.I. 300A standards. Any tree work not conforming to these requirements shall be subject to damage assessment by the City of Huntington Beach Tree Supervisor. Damages may potentially lead to penalties which can involve removing and replacing the damaged tree with an approved replacement of the same size that was originally planted, and payment of fines equal to the value of the original (damaged) tree Any fines shall be payable by LICENSEE to the CITY 3 13-3906/99136 9 If for any reason LICENSEE is unable to maintain the Improvement Areas in a manner satisfactory to the CITY, LICENSEE shall re -landscape the Improvement Areas to a condition acceptable to the CITY at LICENSEE's sole cost and expense. 10. Control and maintain the Improvement Areas such that no landscaping or plant materials growth, or irrigation water spray, obstructs or hinders vehicular or pedestrian traffic, or encroaches across or onto any bicycle path, sidewalk, public access area, the street right-of-way from the edge of the curb/gutter to the center of any street right-of-way 11 Conform to all applicable Best Management Practices set forth in the CITY'S Local Implementation Plan Section A-9, Existing Development Exhibit A-9 11, BMP Fact Sheet 1C7 Landscape Maintenance and the Arboncultural and Landscape Standards Specification issued by the Department of Public Works (b) Maintenance of Hardscape Material. LICENSEE's maintenance obligations shall include all concrete and enhanced hardscapmg material including all sidewalks, driveways, access ramps and stairs. Maintenance includes, but is not limited to, linear root barriers, concrete repair and replacement, grinding or patching variations in elevation of sidewalks and driveways for an acceptable riding surface, and the removal of dirt, debris, graffiti, weeds, and any other deleterious items or material on or about the sidewalks or driveways in an expeditious manner (c) Utilities Serving the Improvement Areas LICENSEE shall bear the expense of electricity and any other utility necessary to serve the Improvement Areas LICENSEE shall be responsible for using such utilities in a secure and hazardless manner, complying in all respects with applicable codes and ordinances. (d) Signage LICENSEE shall repair and maintain during the Tenn any signage constructed and installed on the Improvement Areas by LICENSEE 6 PLANS AND SPECIFICATIONS Throughout the Term, LICENSEE shall perform, at its sole cost and expense, any and all repairs, replacements or refurbishing to the Improvements which LICENSEE constructs in the Improvement Areas as necessary to bring the Improvements into an operating condition, all in accordance with plans and specifications as submitted by LICENSEE to CITY, which plans and specifications shall be subject to the prior written approval of CITY. No changes, modifications, or alterations may be made to the Improvement Areas without the prior written consent of CITY 7 MATERIAL ALTERATIONS After the approval of the plans and specifications and the installation of the Improvements in the Improvement Areas in accordance with the plans and specifications, no material changes, modifications or alterations may be made to the Improvement Areas without the prior written consent of CITY 8 CITY REQUIREMENTS LICENSEE, or anyone performing work on behalf of LICENSEE, shall be properly licensed by CITY for any work performed on the Improvement Areas. Furthermore, LICENSEE, or anyone performing work on behalf of LICENSEE, shall acquire the proper encroachment permit and comply with all other CITY requirements prior to performing any work on Improvement Areas in the public right-of-way. rd 13-3906/99136 9 CITY RIGHT TO INSPECT. CITY shall have the right to inspect the Improvement Areas at any time to ensure that LICENSEE is performing its obligations hereunder. CITY and LICENSEE shall negotiate in good faith to come to a mutual agreement as to the time and date for such inspections 10. DAMAGE TO IMPROVEMENT AREAS. In the event any damage is caused to any pathways, sidewalks, curbs, gutters, street furniture, street lights, medians, streets or utilities as a result of the installation of the landscaped material installed on the Improvement Areas and/or the performance of the maintenance responsibilities of the Improvement Areas, LICENSEE agrees to repair same at its own expense. In the event that damage is caused by the acts of any person to any portion of the landscaped area or in the event any equipment is broken or breaks or is destroyed or in the event vegetation rots or dies, said equipment or vegetation shall be replaced or restored within ten (10) calendar days of the date of the breakage or destruction. Stolen items will be considered destroyed for purposes of this Section 10 11. REPAIR BY CITY. Except as otherwise provided for in this License, in the event any damage is caused to any of the LICENSEE's Improvements within the Improvement Areas as a result of the installation, maintenance and/or repair work performed by the CITY or its contractors, agents or employees within the Improvement Areas, CITY shall promptly repair the same at its own expense. 12. COOPERATION In the event both LICENSEE and CITY are required to repair damage to the improvements the parties shall cooperate with each other so as to minimize the costs incurred by each of them 13 MECHANICS' LIENS. LICENSEE agrees not to suffer any mechanics' lien(s) to be filed against the Improvement Areas by reason of any work, labor, services or material performed at or furnished to the Improvement Areas, by or through LICENSEE. LICENSEE shall, at its sole cost and expense, cause any mechanics' lien(s) which may be filed against the Improvement Areas to be released or bonded or affirmatively insured within sixty (60) days after the date of filing of such mechanics' lien(s). Nothing in this Agreement shall be construed as consent on the part of the CITY to subject the CITY's estate in the Improvement Areas to any mechanics' lien(s) or liability under the mechamcs' lien laws of the State of California. 14 ASSIGNMENT. The License herein granted is personal to LICENSEE and any attempt to assign the License to any entity shall require the prior approval of CITY and is subject to the provisions set forth in Section 37 below. Notwithstanding the foregoing, assignment of the License to a LICENSEE affiliated entity shall not require prior approval of CITY Other than the License granted hereunder, LICENSEE hereby expressly waives any claun to or interest or estate of any kind or extent whatsoever in the Improvement Areas an sing out of the License or out of LICENSEE'S use or occupancy of the Improvement Areas, whether now existing or arising at any future time. This License is appurtenant to the Property and may not be separately assigned apart from the Property or the interests therein. LICENSEE shall give notice in writing to CITY of any such assignment and delegation, such notice shall include the mailing address of the delegee, and will become the delegee's address for service of notices. LICENSEE hereby covenants for itself and its successors and assigns, that conveyance of any interest in the Property shall constitute an assumption by any successors, assigns or transferees of LICENSEE, of the obligations under this 5 13-3906/99136 License, and upon such conveyance, the predecessor in interest of such assuming party shall be deemed relieved from any further obligations or responsibilities under this License. 15. WORKERS COMPENSATION INSURANCE. Pursuant to California Labor Code §1861, LICENSEE and its successors or assigns acknowledges awareness of Section 3700 et seq. of said California Labor Code, which requires every employer to be insured against liability for workers' compensation LICENSEE covenants that it will comply with such laws and provisions prior to conducting any activity pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Million Dollars ($1,000,000) bodily injury by accident, each occurrence, One Million Dollars ($1,000,000) bodily injury by disease, each employee, and One Million Dollars ($1,000,000) bodily mjury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies reasonably satisfactory to CITY. LICENSEE shall require all subcontractors retained by LICENSEE to perform work hereunder to provide such workers' compensation 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 insurance and LICENSEE shall similarly require all subcontractors to waive subrogation 16. OTHER INSURANCE. In addition to the workers' compensation insurance in Section 15 above and LICENSEE's covenant to indemnify CITY in Section 18 below, LICENSEE or its successors or assigns shall obtain and furnish to the CITY and carry at all times incident hereto, on all activities to be performed in the Improvement Areas as contemplated herein, general liability insurance including coverage for bodily injury, property damage and motor vehicle coverage. All insurance shall be underwritten by insurance companies reasonably satisfactory to CITY Said insurance shall name the CITY as Additional Insureds and shall specifically provide that any other insurance which may be applicable to all activities to be undertaken by LICENSEE concerning the Improvement Areas shall be deemed excess coverage and that LICENSEE's insurance shall be primary. Said policy of insurance shall pay on behalf of LICENSEE, its officers, agents, and employees, while acting within the scope of their duties, against any and all claims of liability arising out of or in connection with all activities to be undertaken by LICENSEE concerning the Improvement Areas affected by the license. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount not less than the following amount combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000) In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits LICENSEE shall require its insurer to waive its subrogation rights against CITY. 17 CERTIFICATE OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Prior to conducting any activity pursuant to this Agreement, LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement, said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force, and shall promise to provide that such policies will not be canceled or modified without providing notice to CITY in accordance with policy provisions. LICENSEE shall maintain the foregoing Gol 13-3906/99136 insurance coverage in force until the Term of this Agreement has expired or this Agreement is terminated. The requirement for carrying the foregoing insurance coverage shall not derogate the obligations of LICENSEE under this Agreement. CITY or its representative shall at all times have the right to demand a copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to LICENSEE's liability policy as required hereunder, naming the CITY as Additional Insureds, shall be provided to the CITY Attorney for approval prior to the commencement of any work by LICENSEE pursuant to this Agreement. 18. INDEMNIFICATION AND HOLD HARMLESS LICENSEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its officers, and employees, and assigns (hereinafter collectively called "Indemnified Parties") against any and all liability, claims, judgments, penalties, damages, expenses, costs and demands, including without limitation reasonable attorneys' fees, however caused, including those resulting from death or mjury to any person (including without limitation any Indemnified Parry), and damage to any property, real or personal, of any kind wherever located and by whomever owned (including, without limitation, property owned by an Indemnified Party), which injury, death or physical damages arises directly or indirectly out of the grant of license herein contained or the activities to be undertaken by LICENSEE (or LICENSEE's officers, employees, agents, contractors, LICENSEES, or mvitees) concerning the Improvement Areas, caused in whole or in part by any negligent act or omission of the LICENSEE, any of its contractors, subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable (collectively, the "LICENSEE Parties"), including but not limited to concurrent active or passive negligence of the LICENSEE Parties, except to the extent caused by the negligence or willful misconduct of CITY or any of its agents, contractors, subcontractors, officers, or employees. City shall provide immediate notice to LICENSEE whereupon LICENSEE shall conduct any defense required hereunder at its sole cost and expense. 19. INDEPENDENT CONTRACTOR LICENSEE agrees that all work done or undertaken by it on the Improvement Areas shall be for its sole account and not as an agent, servant or contractor for CITY 20 RULES AND REGULATIONS. LICENSEE agrees to obey and observe (and cause its officers, employees, contractors, invitees and all others doing business with LICENSEE to obey and observe) all rules and regulations of general applicability regarding the Improvement Areas as may be reasonably established by CITY at any tune and from time to time during the Term of this Agreement. 21 DEFAULT In the event LICENSEE does not perform, or cause to be performed, any of the Maintenance Responsibilities as contemplated by this Agreement, CITY shall first provide written notice to LICENSEE in the manner and at the address for notices provided in Section 23, describing the alleged default by LICENSEE. If LICENSEE fails to cure said default within thirty (30) calendar days following the date of delivery of such notice of default, CITY may thereafter cause such maintenance to be performed, and all actual and reasonable costs incurred shall be assessed to and billed directly to the LICENSEE Any invoice for such costs incurred shall include copies of paid invoices evidencing the costs incurred. Payment from LICENSEE shall be due within thirty (30) calendar days following the date of receipt of invoice. In addition, 7 13-3906/99136 one and a half (1-1/2%) interest per month shall be added for each month payment hereunder is due but unpaid 22 APPLICABLE LAW. LICENSEE shall, at its sole cost and expense, faithfully observe in the use and occupation of the Improvement Areas all municipal ordinances, and all state and federal statutes now in force and which may hereafter be in force, and shall fully comply, at its sole expense, with all regulations, orders, and other requirements issued or made pursuant to any such ordinances and statutes. All building permits, business licenses and other applicable permits and licenses shall be secured and paid for by LICENSEE 23 NOTICES. Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to LICENSEE (as designated herein) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope and sent (1) postage prepaid, and depositing the same in the United States Postal Service, via certified or registered mail, or (u) using nationally recognized overnight courier service, or (iii) via facsimile transmission (with a copy to also be placed in the United States Mail), and addressed as follows TO CITY City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn- Director of Public Works Tel (714) 536-5431 Facsimile. (714) 374-1573 TO LICENSEE: ELAN HUNTINGTON BEACH, LLC 444 South Cedros Avenue, Suite 172 Solana Beach, CA 92075 Tel (858) 876-6284 Any mailing address or telefacsimile number may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. A person may not give official or binding notice by facsimile. The effective time of a notice shall not be affected by the receipt, prior to the receipt of the original, of a facsimile copy of the notice. 24 CAPTIONS AND TERMS. The captions and section numbers appearing in the Agreement are for convenience only and are not a part of the Agreement and do not in any way limit, amplify, define, construe or describe the scope of intent of the terms and provisions of this Agreement, or in any way affect this Agreement. 25 RECORDATION LICENSEE shall record this Agreement in the Official Records of the County of Orange, State of California 26 NON -EXCLUSIVITY. This License is non-exclusive, and the Improvement Areas shall at all times be open to use by the general public. 8 13-3906/99136 27. NONDISCRIMINATION. LICENSEE agrees that in the performance of this Agreement and use of the Improvement Areas it will not engage in, discrimination against any person because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex. 28. COOPERATION LICENSEE shall in good faith cooperate in connection with its respective rights and obligations under this Agreement, including, but not limited to, performing any acts and executing any further documents that may be reasonably necessary to effectuate the purposes of or rights conferred under this Agreement. 29. SEVERABILI'I'Y If any provision of this Agreement shall to any extent be deemed to be invalid or unenforceable, the remainder of tlus Agreement shall not be affected thereby Each provision of this Agreement, unless specifically conditioned upon such invalid or unenforceable provision, shall be valid and enforceable to the fullest extent permitted by law. 30. ENTIRE AGREEMENT This Agreement, together with any attachments hereto or inclusions by reference, constitutes the entire agreement between the parties hereto relating to the rights herein granted and the obligations herein assumed, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties hereto with respect to the rights and obligations contained herein Any oral representations or modifications concerning this instrument shall be of no force or effect except a subsequent modification in writing, approved by the CITY and signed by the parties to be charged. 31 ATTORNEY'S FEES. If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, each parry shall bear its own attorneys' fees The prevailing parry shall not be entitled to recover its attorneys' fees from the nonprevailmg parry. 32 CITY RIGHT TO ENFORCE. Notwithstanding the provisions of Section 31 above, LICENSEE acknowledges and agrees that CITY has the right and standing, but not the obligation, to enforce any of the terms of this Agreement by any appropriate legal or equitable means and shall be entitled to reimbursement for any costs incurred in enforcing this Agreement. LICENSEE shall provide CITY with, and at all times keep current, contact information for LICENSEE and any property manager acting on its behalf. 33. GOVERNING LAW. This Agreement shall be governed, construed, interpreted, and enforced under and in accordance with and governed by the laws of the State of California 34. AMENDMENTS. This Agreement may be amended, modified, and/or supplemented only by the written agreement of LICENSEE and CITY, or the successors and assigns of each. 35. COVENANTS Each of the covenants set forth in this Agreement (i) shall run with the land, (ii) shall be binding upon, and shall inure to the benefit of, any person or entity having or acquiring any interest in any portion of any property benefited or burdened thereby, during the period of such person's or entity's ownership, and all of their respective successive owners and assigns; and (iii) shall be binding upon, and shall inure to the benefit of, the property benefited or 0 13-3906/99136 • burdened thereby and every portion thereof and interest therein. The License granted by this Agreement is subject to all matters of record as of the effective date of this Agreement 36 DELEGATION OF AUTHORITY CITY hereby delegates to its City Manager or his or her designee the authority to implement all provisions of this Agreement. 37 EXCLUSIVE BENEFIT OF PARTIES. The provisions of this Agreement are for the exclusive benefit of CITY and LICENSEE and their successors and assigns, subject to the provisions hereof, and neither for the benefit of nor give rise to any claim or cause of action by any other person 38 SURVIVAL. All representations, warranties, waivers, and indemnities given or made hereunder shall survive termination of this Agreement 39 AUTHORITY TO SIGN LICENSEE hereby represents that the individual executing this Agreement on behalf of LICENSEE has full authority to do so and to bind LICENSEE to perform pursuant to the terms and conditions of this Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on :S,),,j t Za 201* LICENSEE CITY ELAN HUNTINGTO ACH, LLC a Delaware T 1 ed Liability Company By S coTT W �S prmt name ITS: (circle one) Chau-man/Presiden e President ►.W By �— LLIPF NASH prmt name ITS: (circle on ecret /Chief Financial Officer/ Asst Secretary -Treasurer CITY OF HUNTINGTON BEACH, a California municipal corporation Mayor 4!5Director of Public orks .,,c/ '&D APPROVED n� APPF,PVED A .T F RM- " tty Attorney 410 9. 3 `3 10 State of C-a&h€ernrn Te"14A S Countyof On :33r12 r=� , 2014, before me, J SCl b. HDV-. AO Notary Public, personally appeared SCJpT T W M g. , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument WITNES han and official seal r LISA B MORGAN Signature, (Seal) +O+ Notary Public STATE OF TEXAS My Comm Exp Feb 07, 2015 State of 6a4tfornin —F44W County of "'A R-fL%5 On 7U0,e- Q-4 , 2014, before me, P<A Notary Public, personally appeared Cl '4 Norsk personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument WITNES my han d official seal M-�--B M LISA B MORGAN Signature (Seal) , ��i + Notary Public STATE OF TEXAS My Comm Exp Feb 07, 2015 r� ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On July 28, 2014, before me, P. L. Esparza, Notary Public, personally appeared Joan L. Flynn and Matthew M. harper who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. s"P'Es RZA WITNESS my hand and official seal. Im Commission * 2032750 Notary Public - California Orange County Comm Expires Aug 4 2017 • (Seal) (Notary Sign e) EXHIBIT "A" LEGAL, DESCRIPTION OF PROPERTY PARCEL 1, AS DESCRIBED ON EXHIBIT "A" OF LOT LINE ADJUSTMENT 12-004, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED JULY 31, 2013 AS INSTRUMENT NO. 2013000455916 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY EXHIBIT "B" SEE ATTACHED November 13, 2015 City of Huntington Beach Mr Bob Milani Senior Civil Engineer 2000 Main Street Huntington Beach, CA 92648 RE Instrument 2014000301407 Mr Milani, Pursuant to Condition of Approval 6(a) issued with the Notice of Action for Site Plan Review No 12-01 (Beach and Ellis Mixed -Use Project), a Landscape Maintenance License Agreement (Agreement) is required for the continuing maintenance and liability of all of the project landscaping/irrigation and hardscaping that encroaches into the Beach Blvd and Ellis Ave rights -of -way It has been recently brought to our attention that Exhibit "B" of this Agreement (recorded on 7/29/14, Instrument 2014000301407) between the City of Huntington Beach and Elan Huntington Beach, LLC illustrates only the Beach Blvd right-of-way area, the Ellis Ave right-of- way area was inadvertently omitted from Exhibit "B" In order to satisfy the above -mentioned Condition of Approval, we hereby submit the enclosed revised Exhibit "B" dated 11/12/15 depicting the entire areas within both the Beach Blvd and Ellis Ave rights -of -way that are to be maintained by the property owner/developer Additionally, we grant our full permission to the City of Huntington Beach to replace the recorded Exhibit B with the enclosed revised Exhibit B dated 11/12/15 and re-record, if necessary LICENSEE ELAN HUNTINGT ACH, LLC a Delaware ited Liability Company By S� tt !se ITS JeZ_ AND By '4 C,LIFt` NA�� ITS 7A/, -, State of Texas County of Harris On November 16, 2015 before me, Lisa B Morgan, Notary Public, personally appeared Scott Wise, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument WITNESS my hand and official seal Lo LISA B MORGAN Signature (Seal)My Commission Expires February 7, 2019 State of Texas County of Harris On November 16, 2015 before me, Lisa B Morgan, Notary Public, personally appeared Cliff Nash, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument WITNESS my hand and official seal 5�Signature Y"�s-0 v , v (Seal)�oPaYP�- ` LISA B MORGAN My Commission Expires February 7, 2019 s. 0 �gaYt+ ELLIS AVE CURB r J f r s�SIDEWALK D ° 4' 6' �, ELAN MIXED —USE o a PROJECT J ,fir m U ° .r i CURB 3 I LEGEND ------------- a AREAS LANDSCAPE TO BE MAINTAINED AREAS HARDSCAPE TO BE MAINTAINED lw�ft2248 FARADAY AVE EXHIBIT B CARLSBAD, CA 92008 IMPROVEMENT AREA PER ALLIANCE (760) 431-9896 FAX LANDSCAPE MAINTENANCE AGREEMENT LAND PLANNING & ENGINEERING INC FAX (760) 431-8802 CIVIL ENGINEERING - LAND PLANNING - HILLSIDE DESIGN - SURVEYING 1 OF 2 I \CAD\1192\EXHIBITS\1192-EXHIBIT-B-REV Erg r ANDSCAPE ______F--ELAN MIXED -USE PROJECT i ; 4I 1 M =� r IL _k: CURB I I� I� D i m SIDEWALK LANDSCAPE SCALE 1 =50 LEGEND I� I1 AREAS LANDSCAPE TO BE MAINTAINED SIDEWALK LANDSCAPE AREAS HARDSCAPE TO BE MAINTAINED L, -CURB E lw�ft2248 FARADAY AVE EXHIBIT B CARLSBAD, CA 92008 IMPROVEMENT AREA PER ALLIANCE LAND PLANNING & ENGINEERING INC TEL (760) 431-9896 FAX (760) 431-8802 LANDSCAPE MAINTENANCE AGREEMENT CIVIL ENGINEERING • LAND PLANNING • HILLSIDE DESIGN • SURVEYING 2OF2 I \CAD\1192\EXHIBITS\1192—E)CHISIT—B-2 dwg C LEGEND 0 m 0 Q u.t m AREAS LAN SIDEWALK 4 CUR ELLIS AVE CURB ffidJECT El �I 1 i 1 ELL--_ PE TO BE MAINTAINED AREAS H/ARDSCAPE TO BE MAINTAINED lw4ft 2248 FARADAY AVE EXHIBIT B cARLSBAD CA 92008 IMPROVEMENT AREA PER ALLIANCE TEL (760) 431-9896 LANDSCAPE MAINTENANCE AGREEMENT LAND PLANNING &ENGINEERING INC FAX (760) 431-8802 CIVIL ENGINEERING • LAND PLANNING • HILLSIDE DESIGN • SURVEI111G i \DAD\1192\EXHIBITS\1192—EXHIBIT—Adwg ,aco hP CERTIFICATE OF LIABILITY INSURANCE 8/1o/z0t5 ATE (MLYYYY) 6/24/D6/24/UDD12014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT' If the certificate holder is an ADDITIONAL INSURED, the policy(tes) must 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 ileu of such endorsements . PRODUCER Lockton Companies 8110 E. Union Avenue Suite 700 Denver CO 80237 N E T PHONE IFAX C o EMAIL ADDRESS INSURER(S) AFFORDING COVERAGE NAIC0 (303) 414-6000 INSURERA Houston Casualty C 42374 INSURED Elan Huntington Beach, LLC INSURER e Allied World Assurance WS) Inc. _12489- ENSURER c Illinois Union Insurance Company 27960 1355654 17885 Von Karmen Avenue, Suite 450 INSURER Irvine, CA 92614 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 13002529 REVISION NUMBER. XXXXXXX 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 IkSR LTR TYPE OF INSURANCE D D SUBR POLICY NUMBER POUCYEFF MMJDD POL[CYEXP MWDD LIMITS A X COMMERCIALGENERALLIABILITY Y N S12PC30005-00 12/10/2012 8110/2015 OA11AI1E ToRNTED PRE""ES (EaEoccurrence) S 56,006 CLAIMS -MADE OCCUR X MED EXP (Any oneperson) S XXXXXXX Owner Controlled Insurance Program PERSONAL & ADV INJURY S 2,000,000 X LIMIT APPLIESPEP_ POLICY �X JECT1:1 LOC GENERAL AGGREGATE $ GENLAGGREGATE PRODUCT-COMPlOPAGG s 4.000,000 S OTHER AUTOMOBILE LIABILITY ANY AUTO NOT APPLICABLE ' ' \ i I j `- • I r Ea BIKE accident) S X XXXX BODILY INJURY (Per person) $ xX ALL OWNED SCHEDULED AUTOS AUTOS i/ BODILY INJURY Peracddenl S � PROPERTY DAMAGE $ XXXjQM NON -OWNED HIRED AUTOS AUTOS ! t; j � �' 1 � .r f ' I f (I � ' ,tparAcmdentl $XXXXXXX B UMBRELLA LIAR X OCCUR N N 0307- 42 12/10/2012 8/10/2015 EACH OCCURRENCE $ 10,000.000 X EXCESSLIAB CLAIMS,MADE AGGREGATE $_ 10,000,000 PEO RETENTION$ S XXXXXXX WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y i N ANY PROPRIETORIPARTNER/EXECUIIVE OFFICEMIEMBEREXCLUDED? NIA NOT APPLICABLE STATUTE ER EL EACH ACCIDENT S rS�Sr 3� E L DISEASE -F11 EMPLOYEE S XXXXXXX (Mandatory In NH) If s, descnbe under 1 N OPERATIONS av EA DISEASE -POLICY LIMIT XX C Excess Liability $25M N N I G11147886001 12/10/2012 8110/2015 $25,000,000 Excess S10,000,000 DESCRIPTION OF OPERATIONS! LOCATIONS /VEHICLES (ACORD fill, Additional Remarks Schedule, may be attached If more space Is required) RE Construction of Elan Huntington Beach Apartments, located at 13502-13550 Beach Blvd, Huntington Beach, CA Named Insured includes General Contractor and all enrolled subcontractors City of Huntington Beach is included as Additional Insured as respects General Liability if required by written contract Coverage is primary and non-contnbutory if required by written contract CERTIFICATE HOLDER CANCELLATION 13002529 City of Huntington Beach Attn Director of Public Works 2000 Mae Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach, CA 92648 AUTHORIZED REPRES AT arir 14rr ACORD 25 (2014101) 0198"014 ACORD CORPOIfATION. All rights reserved, The ACORD name and logo are registered marks of ACORD • ACOAR®® CERTIFICATE OF LIABILITY INSURANCE 3nn015 DATE(MMiOD/YYY/) 1 6I27I2014 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 1s an ADDITIONAL INSURED, the poiley(ies) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Lock -ton Companies 8110 E Union Avenue Suite 700 Denver CO 80237 CONTACT "IRE- A/C No a,WL ADDRESS, INSURERS AFFORDING COVERAGE NAICIf (303)414-6000 INSURER Continental Casually CornCornp= 20443 INSURED Greystar Development & Construction, LP INSURER B Anittican Casually Cg=a" of Reading, PA _20423-- INSURER C 1368042 750 Bering Drive, Suite 200 INSURER D Houston, TX 77057 INSURER E INSURER F COVERAGES 375h9h CERTIFICATE NUMBER tint tint REVISION NUMBER, XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ILTR TYPE OF INSURANCE ADD VIVO SUER POUCYNUMBER M6R)D/ICYEFF MMfDICDYEXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS/,ME ❑OCCUR NOT APPLICABLE CAb1AGE TO RENTED PREMISES Ea occurrence) $ XXXXXXX GENL t DEXP An ,Sy,XXXXXXX PERSONAL & ADV INJURY $ XXXXX XX AGGREGATE Lwrr APPLIES PER POLICY ❑ J5cT1:1 LOD OTHER. GENERAL AGGREGATE $ xxxxxxx PRODUCTS-COMP/OPAGG $ tj AUTOMOBILE LIABILITY ANYAUTO ALLOWNED SCTODULED AS AU HIRED AUTOS H AUTOS NED y BUA4014106864 3/1/2014 3/1/2015 COMBINEOSINUCETY (Ea accident) I $ 1,000.000 X X X BODILY INJURY (Per person) $ X)Cxxxxx BODILY INJURY Peraodd.,n) s xxxxxxx PROPERTY acad DAMAGEarin $ XXXXXXX S XXXXCXXX UMBRELLA LM EXCESS LIAR HCLAIMS-MADE OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXiCxXCXXX AGGREGATE $ xXUaxU DED I I RETENTION$ sxxxxxxx B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIE_rOR/PARTNERIEXECUTIVE Y/ N OFFICEMAEM0EREXCLUDED? N7 (Mandatory In NH) If 9, describe Under D NIA y WC4014106833 - CA Only WC4014106833 - AOS 3/1/2014 3/1/2014 3/1/2015 3/t/2015 X STATUTE ER E L EACH ACCIDENT $ .1,000,000 EL DISEASE -EA EMPLOYEE $ 1,000,()()() E L DISEASE • POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Adddronal Remarks Schedule, rosy be attached If more space Is required) RE. License Agreement for Landscape Maintenance in the Public Right -of -Way The City of Huntington Beach is included as Additional Insured as respects Auto Liability ifrequired by written contract Waiver of Subrogation in favor of Additional Insured ULKTIFfUA 11= MULUt:K UANUtLLAIIUN 13011071 City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Alin Director of Public Works THE EXPIRATION DATE THEREOF, NOTICE WAIL BE DELIVERED IN Alin Main Street ACCORDANCE WITH THE POLICY PROVISIONS IIuntington Beach, CA 92648 _„- -- 01988- 014 ACORD CORPO TION All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD if ® • tO H CC Insurer HCC Specialty Ins Co (Non -Admitted Texas) Af XVAM Best Rating Named Insured: Greystar Development & Construction, L P Policy Number: S12PC30005-00 Endorsement Effective Date; 06/30/2014 Change Endorsement Number: 048 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY The folloynng endorsement modifies policy terms provided by the above listed policy number. Form CG 20 10 07 04 -- Additional Insured — Owners, lessees or Contractors — Scheduled Person or Organization Is added to the policy. Form CG 20 37 07 04 —Additional Insured — Owners, Lessees or Contractors — Completed Operations is added to the policy ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED HPC 060 08 0213 Page 1 of 1 0 LJ POLICY NUMBER-S12PC30005-00 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anizatlon s , Location And Description Of Completed Opera - tions The City of Huntington Beach, Its officers, elected or ap- 18502 Beach Blvd pointed officials, employees, agents and volunteers. Huntington, Beach, CA 92646 Information required to complete this Schedule if not shown above, will be shown in the Declarations Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work' at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard" CG 20 37 07 04 0 ISO Properties, Inc, 2004 Page 1 of 1 13 or A���®® CERTIFICATE OF LIABILITY INSURANCE 3/1/2015 DATE(MWD01YYM F 6/27/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT; If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must 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 Lockton Companies 8110 E Union Avenue Suite 700 CO 80237 CONTACT P ONE AX N . fFAIC.Denver E MAR ADD INSURERS AFFORDING COVERAGE NAICO (303) 414-6000 MSURERAContinental suaj 1T1 20443 INSUREDGreystarDevelopment & Construction, LP INSURERB AjUgncan Casually Company of Reading. PA 20427 INSURER C 1368042 750 Bering Drive, Suite 200 Houston, TX 77057 INSURER D INSURER E INSURER F COVERAGES 375696 CERTIFICATE NUMBER, 13011071 REVISION NUMBER' XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ILTR TYPE OF INSURANCE A Sp BR POLICY NUMBER M�pY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE PRF_L41SES Eaoa:Nence) $ XXXXXXX CLAIMS-IAADE DOCCUR MED EXP (Anyoneperson) $ xxxxxxx PERSONAL 8 ADV INJURY S Xxxxxxx GENLAGGREGATELIMI7 APPLIES PER ❑ JJECOT7 n LOC OD [GENERAL$POLICY xxxxxxx $ I OTHER A AUTOMOBILE LIABILITY y y BUA4014106864 3/1/2014 3/1/2015 CO, "INGLE LIMIT (Ea accident) S BODILY INJURY (Per person) $ X3,3 3 X ANY AUTO ALL SCHEAUTOS X. I BODILY BODILY INJURY Per accident RAGE PROPERTY Wer $ xxxy1xxx X HIREDAUTOSAUT SWNED N $ xxx<xxxx UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB 1S- CLAI?,MADE AGGREGATE $ xxxxxxx DED I I RETENTION$ $ xxxxxxx II B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRI ETORIPARTNERIEXECUTTVE YIN OFFICERWEMSER EXCLUDED? � (MandatorylnNH) Ilyas, describe under OESCRIPTSONOFOPERATIONSbelow N/A y WC4014106833 - CA Only WC4014106833 - AOS 3/1/2014 3/1/2014 3/1/2015 3/1/2015 - X FSTOTTEF I ER El EACH ACCIDENT $ EA_DISEASE -EA EMPLOYEE $ 1000000 EL DISEASE -POLICY LIMIT .$ 1:0001000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attaehad d more space Is required) RE License Agreement for Landscape Nfamtenance in the Public Right -of -Way no City of Huntington Beach is included as Additional Insured as respects Auto Liability if required by written contract Waiver of Subrogation in favor of Additional Insured %,cm I iri%,AI C nVLVCK 1+AIV1L;CLLAI IVN 13011071 City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn Director of Public Works Main Mans Street ACCORDANCE WITH THE POLICY PROVISIONS Huntington Beach, CA 92648 0 1988- 014 ACORD CORPD ATION_ All riahts reserved ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ,4 , - This Document was electronically recorded by City of Huntington Beach RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 Recorded in Official Records, Orange County. Hugh Nguyen, Clerk -Recorder II I I II 1111111111111111111111111111111111111111111111111 IIIINO FEE 2014000381929 03:19pm 09/19/14 217 402 Al2 17 0.00 0.00 0.00 0.00 48.00 0.00 0.00 0.00 ABOVE THIS LINE FOR RECORDER'S USE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HOAG MEMORIAL HOSPITAL PRESBYTERIAN, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION, TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND PUBLIC IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY This License Agreement (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and HOAG MEMORIAL HOSPITAL PRESBYTERIAN, a California Non -Profit Public Benefit Corporation, hereinafter referred to as "LICENSEE." WHEREAS, LICENSEE is the owner of certain real property located in the City of Huntington Beach, County of Orange, State of California, which is a commercial development commonly known as Hoag Health Center and more particularly described in the legal description attached hereto as Exhibit "A" and incorporated by this reference (the "Property"); and CITY is the owner of certain public rights -of -way and other property in the immediate vicinity of the Property (the "Improvement Areas"), which Improvement Areas are more particularly described in Exhibit "B" attached hereto and incorporated herein by this reference; and The California Department of Transportation, hereinafter referred to as "CALTRANS," is the owner of certain public rights -of -way and other property in the Improvement Areas; and In connection with and as a condition of development of the Property, CITY desires to assign responsibility for the installation and maintenance of landscaping within the Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance with plans and specifications by LICENSEE and as reasonably approved by CITY; and By this Agreement, CITY desires to clarify and specifically delineate the LICENSEE's obligations with respect to the installation and maintenance of landscaping within the Improvement Areas, 13-3917.001 / 104766 NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, CITY and LICENSEE covenant and agree as follows: GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain landscaping within the Improvement Areas pursuant to the terms as set forth in this Agreement. 2. TERM. The term of the License (the "Term") granted herein shall be perpetual, provided that CITY may terminate this Agreement upon ninety (90) days written notice to LICENSEE. LICENSEE (for itself, and its successors and assigns) agrees that this Agreement and the rights and obligations contained herein run with the land, and are binding upon and shall inure to the benefit of the owner of the Property, as the burdened parcel, and the rights, and obligations contained herein shall bind and inure to the LICENSEE's successors in interest, assigns, heirs, executors, and/or personal representatives. This Agreement and the covenants contained herein inures to the benefit of CITY as the owner of the Improvement Areas, as the benefited parcel. 3. TERMINATION. In the event of any such termination and upon request by CITY, LICENSEE and its successors and assigns shall be obligated to deliver the Improvement Areas in compliance with the maintenance provisions set forth in this Agreement. At the CITY's request, the LICENSEE or its successors and assigns may be required to disconnect existing water and electrical supply sources to the Improvement Areas from the Property, and construct and reconnect alternative water and electrical supply sources to the Improvement Areas to the satisfaction of CITY. 4. DESCRIPTION OF IMPROVEMENTS. All improvements installed within the Improvement Areas shall be as depicted on those certain plans and specifications as approved by the CITY and CALTRANS relative to the Property and the subject commercial development thereof. The landscaping and other improvements within the Improvement Area for which LICENSEE, at its sole cost at no expense to the CITY, shall install, repair, maintain, and/or replace in accordance with the terms of this License shall be collectively referred to as the "LICENSEE'S Improvements" and includes the following: Landscaping: Irrigation Systems and Plant Material. Plants and trees in accordance with the Landscaping Plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY and the irrigation systems serving the same. Hardscaping: Concrete Material. Concrete sidewalk, driveways and parkway culverts in accordance with the Precise Grading Plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY. grading plans relative to the 13-3917.001 / 104766 2 Property and the subject development thereof submitted by LICENSEE and approved by the CITY. 5. MAINTENANCE RESPONSIBILITIES. At LICENSEE'S sole cost and expense, LICENSEE agrees to perform all maintenance responsibilities for the Improvement Areas, including, but not limited to: sidewalk and driveway cleaning, maintenance and replacement; trash disposal; signs; watering; repairing and/or adjusting irrigation systems when failures occur; fertilizing; cultivating; edging; performing general planting and trimming or other corrective gardening; spraying grass and plants with both insecticides and herbicides; and, generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the area. LICENSEE agrees to maintain and keep the Improvement Areas in good condition and repair, free and clear of litter and debris and free from any nuisances and to comply with all health and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris in a sanitary and legal manner and location. All of the responsibilities listed in this Paragraph 5 (including subparts) shall collectively be referred to as "Maintenance Responsibilities." a. Maintenance of Trees and Plants. LICENSEE's maintenance obligations shall include watering, repairing, maintaining, adjusting and monitoring irrigation systems when failures occur, fertilizing, edging, performing general planting and trimming or other corrective maintenance, spraying with insecticides and herbicides, and generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the Improvement Areas, including but not limited to the following: Provide and apply fertilizer as necessary to sustain healthy growth. Maintain a separate irrigation system and pay all repairs, water and electrical cost. ii. Maintain the Improvement Areas to allow access by CITY personnel to CITY facilities and in a condition that is substantially free from weeds, debris and harmful insects at all times. iii. Keep plantings trimmed to eye pleasing appearance. iv. Use only those pesticides and fertilizers approved by the State of California and in a manner consistent with label and legal restrictions. v. Remove and replace unhealthy, dead, invasive or unplanned plantings as they are observed. 13-3917.001 / 104766 vi. Keep the entire area policed and free of litter and deleterious material. LICENSEE shall provide trash pick-up, sweeping, and clean-up as required to ensure no offensive odors, gum, wax, litter, liquids or other materials are allowed to remain on or stain paving, planters, containers, decorative features, artwork or other surfaces. vii. Maintain, repair and operate irrigation system in a manner that prevents water from flooding onto the right-of-ways. viii. All tree trimming shall be done in consultation with an I.S.A. Certified Arborist. Said trimming shall be per the International Society of Arborist, A.N.S.I. 300A standards. Any tree work not conforming to these requirements shall be subject to damage assessment by the City of Huntington Beach Tree Supervisor. Damages may potentially lead to penalties which can involve removing and replacing the damaged tree with an approved replacement of the same size that was originally planted, and payment of fines equal to the value of the original (damaged) tree. Any fines shall be payable by the contractor or persons responsible to the Home Owners Association and/or the CITY. ix. If for any reason LICENSEE is unable to maintain the area in a manner satisfactory to the CITY, LICENSEE shall re -landscape the area to a condition acceptable to the CITY at LICENSEE's sole cost and expense. x. Remove landscaping and restore area to original condition prior to planting or to a less onerous condition acceptable to CITY representative in the event this agreement is terminated under the terms set forth herin. xi. Control and maintain the Improvement Areas such that no landscaping or plant materials growth, or irrigation water spray, obstructs or hinders vehicular or pedestrian traffic, or encroaches across or onto any bicycle path, sidewalk, public access area, the street right-of-way from the edge of the curb/gutter to the center of any street right-of-way. xii. Conform to all applicable Best Management Practices set forth in the City of Huntington Beach Local Implementation Plan Section A-9, Existing Development Exhibit A-9.11, BMP Fact Sheet 1C7 Landscape Maintenance and the Arboricultural and Landscape Standards Specification issued by the Department of Public Works. b. Maintenance of Hardscape Material. LICENSEE's maintenance obligations shall include all hardscape material including all sidewalks, driveways, and parkway culverts. Maintenance includes, but is not limited to, linear root barriers, concrete repair and replacement, grinding or patching variations in elevation of sidewalks and driveways for an acceptable riding surface, and the removal of dirt, debris, graffiti, weeds, and any other deleterious items or material on or about the sidewalks or driveways in an expeditious manner. 13-3917.001 /104766 4 c. Utilities Servingthe he Improvement Areas. LICENSEE shall bear the expense of electricity and any other utility necessary to serve the Improvement Areas. LICENSEE shall be responsible for using such utilities in a secure and hazardless manner, complying in all respects with applicable codes and ordinances. d. Sig_nagee. LICENSEE shall repair and maintain during the Term any signage constructed and installed by Licensee on the Improvement Areas. 6. PLANS AND SPECIFICATIONS. Throughout the Term, LICENSEE shall perform, at its sole cost and expense, any and all repairs, replacements or refurbishing to the Improvements which LICENSEE constructs in the Improvement Areas as necessary to bring the Improvements into an operating condition, all in accordance with plans and. specifications as submitted by LICENSEE to CITY, which plans and specifications shall be subject to the prior written approval of CITY. No changes, modifications, or alterations may be made to the Improvement Areas without the prior written consent of CITY. 7, MATERIAL ALTERATIONS. After the approval of the plans and specifications and the installation of the Improvements in the Improvement Areas in accordance with the plans and specifications, no material changes, modifications or alterations may be made to the Improvement Areas without the prior written consent of CITY. 8. CITY REQUIREMENTS. LICENSEE, or anyone performing work on behalf of LICENSEE, shall be properly licensed by CITY for any work performed on the Improvement Areas. Furthermore, LICENSEE, or anyone performing work on behalf of LICENSEE, shall acquire the proper encroachment permit and comply with all other CITY and CALTRANS requirements prior to performing any work on Improvement Areas in the public right-of-way. 9. PREVAILING WAGE REQUIREMENTS. If the work performed on this Project is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public work" in that it is construction, alteration, demolition, installation, repair or maintenance, LICENSEE must conform to the provisions of Labor Code sections 1720 through 1815, all applicable regulations and coverage determinations issued by the Director of Industrial Relations. LICENSEE agrees to include prevailing wage requirements in its contracts for public work. 10. PREVAILING WAGE REQUIREMENTS IN SUBCONTRACTS. LICENSEE shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement when the work to be performed by the subcontractor is a "public work" as defined in Labor Code Section 1720(a)(1). Subcontracts for public works shall include all prevailing wage requirements set forth in CITY's contracts. 11. CITY RIGHT TO INSPECT. CITY shall have the right to inspect the Improvement Areas at any time to ensure that LICENSEE is performing its obligations hereunder. CITY and LICENSEE shall negotiate in good faith to come to a mutual agreement as to the time and date for such inspections. 13-3917.001 / 104766 5 12. DAMAGE TO IMPROVEMENT AREAS. In the event any damage is caused to any pathways, sidewalks, curbs, gutters, street furniture, street lights, medians, streets or utilities as a result of the installation of the landscaped material installed on the. Improvement Areas and/or the performance of the maintenance responsibilities of the Improvement Areas, LICENSEE agrees to repair same at its own expense. In the event that damage is caused by the acts of any person to any portion of the landscaped area or in the event any equipment is broken or breaks or is destroyed or in the event vegetation rots or dies, said equipment or vegetation shall be replaced or restored within ten (10) calendar days of the date of the breakage or destruction. Stolen items will be considered destroyed for purposes of this Section 10. 13. REPAIR BY CITY. Except as otherwise provided for in this License, in the event any damage is caused to any of the LICENSEE's Improvements within the Improvement Areas as a result of the installation, maintenance and/or repair work performed by the CITY or its contractors, agents or employees within the Improvement Areas, CITY shall promptly repair the same at its own expense. 14. COOPERATION. In the event both LICENSEE and CITY are required to repair damage to the improvements the parties shall cooperate with each other so as to minimize the costs incurred by each of them. To the extent maintenance of any of the LICENSEE's Improvements require access to any real property owned by CALTRANS, rather than CITY, CITY shall cooperate with LICENSEE by contacting CALTRANS on behalf of LICENSEE and assist in obtaining the necessary permits, approvals and/or agreements required to permit LICENSEE such access. 15. MECHANICS' LIENS. LICENSEE agrees not to suffer any mechanics' lien(s) to be filed against the Improvement Areas by reason of any work, labor, services or material performed at or furnished to the Improvement Areas, by or through LICENSEE. LICENSEE shall, at its sole cost and expense, cause any mechanics' lien(s) which may be filed against the Improvement Areas to be released or bonded or affinnatively insured within sixty (60) days after the date of filing of such mechanics' lien(s). Nothing in this Agreement shall be construed as consent on the part of CITY to subject CITY's estate in the Improvement Areas to any mechanics' lien(s) or liability under the mechanics' lien laws of the State of California. 16. ASSIGNMENT. The License herein granted is personal to LICENSEE and any attempt to assign the License to any entity shall require the prior approval of CITY and is subject to the provisions set forth in Section 36 below. Other than the License granted hereunder, LICENSEE hereby expressly waives "any claim to or interest or estate of any kind or extent whatsoever in the Improvement Areas arising out of the License or out of LICENSEE'S use or occupancy of the Improvement Areas, whether now existing or arising at any future time. This License is appurtenant to the Property and may not be separately assigned apart from the Property or the interests therein. LICENSEE shall give notice in writing to CITY of any such assignment and delegation; such notice shall include the mailing address of the delegee, and will become the delegee's address for service of notices. LICENSEE hereby covenants for itself and its successors and assigns, that conveyance of any interest in the Property 13-3917.001 /104766 6 shall constitute an assumption by any successors, assigns or transferees of LICENSEE, of the obligations under this License, and upon such conveyance, the predecessor in interest of such assuming party shall be deemed relieved from any further obligations or responsibilities under this License. 17. WORKERS COMPENSATION INSURANCE. Pursuant to California Labor Code § 1861, LICENSEE and its successors or assigns acknowledges awareness of Section 3700 et seq. of said California Labor Code, which requires every employer to be insured against liability for workers' compensation. LICENSEE covenants that it will comply with such laws and provisions prior to conducting any activity pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Million Dollars ($1,000,000) bodily injury by accident, each occurrence, One Million Dollars ($1,000,000) bodily injury by disease, each employee, and One Million Dollars ($1,000,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies reasonably satisfactory to CITY. LICENSEE shall require all subcontractors retained by LICENSEE to perform work hereunder to provide such workers' compensation 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 insurance and LICENSEE shall similarly require all subcontractors to waive subrogation. 18. OTHER INSURANCE. In addition to the workers' compensation insurance in Section 17 above and LICENSEE's covenant to indemnify CITY in Section 20 below LICENSEE or its successors or assigns shall obtain and furnish to the CITY and carry at all times incident hereto, on all activities to be performed in the Improvement Areas as contemplated herein, general liability insurance including coverage for bodily injury, property damage and motor vehicle coverage. All insurance shall be underwritten by insurance companies reasonably satisfactory to CITY. Said insurance shall name the CITY as Additional Insureds and shall specifically provide that any other insurance which may be applicable to all activities to be undertaken by LICENSEE concerning the Improvement Areas shall be deemed excess coverage and that LICENSEE's insurance shall be primary. Said policy of insurance shall pay on behalf of LICENSEE, its officers, agents, and employees, while acting within the scope of their duties, against any and all claims of liability arising out of or in connection with all activities to be undertaken by LICENSEE concerning the Improvement Areas affected by the license. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits. LICENSEE shall require its insurer to waive its subrogation rights against CITY. 13-3917.001 / 104766 7 19. CERTIFICATE OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS. Prior to conducting any activity pursuant to this Agreement, LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy; and shall state that the policy is currently in force; and shall promise to provide that such policies will not be canceled or modified without providing notice to CITY in accordance with policy provisions. LICENSEE shall maintain the foregoing insurance coverage in force until the Term of this Agreement has expired or this Agreement is terminated. The requirement for carrying the foregoing insurance coverage shall not derogate the obligations of LICENSEE under this Agreement. CITY or its representative shall at all times have the right to demand a copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to LICENSEE's liability policy as required hereunder, naming the CITY as Additional Insureds, shall be provided to the CITY Attorney for approval prior to the commencement of any work by LICENSEE pursuant to this Agreement. 20. INDEMNIFICATION AND HOLD HARMLESS. LICENSEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its officers, and employees, and assigns (hereinafter collectively called "Indemnified Parties") against any and all liability, claims, judgments, penalties, damages, expenses, costs and demands, including without limitation reasonable attorneys' fees, however caused, including those resulting from death or injury to any person (including without limitation any Indemnified Party), and damage to any property, real or personal. of any kind wherever located and by whomever owned (including, without limitation, property owned by an Indemnified Party), which injury, death or physical damages arises directly or indirectly out of the grant of license herein contained or the activities to be undertaken by LICENSEE (or LICENSEE's officers, employees, agents, contractors, LICENSEEs, or invitees) concerning the Improvement Areas, caused in whole or in part by any negligent act or omission of the LICENSEE, any of its contractors, subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable (collectively, the "LICENSEE Parties"), including but not limited to concurrent active or passive negligence of the LICENSEE Parties, except to the extent caused by the sole negligence or willful misconduct of CITY or any of its agents, contractors, subcontractors, officers, or employees. City shall provide immediate notice to LICENSEE whereupon LICENSEE shall conduct any defense required hereunder at its sole cost and expense. 21. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work done or undertaken by it on the Improvement Areas shall be for its sole account and not as an agent, servant or contractor for CITY. 22. RULES AND REGULATIONS. LICENSEE agrees to obey and observe (and cause its officers, employees, contractors, invitees and all others doing business with LICENSEE to obey and observe) all rules and regulations of general applicability regarding the Improvement Areas as may be reasonably established by CITY at any time and from time to time during the Term of this Agreement. 13-3917.001/104766 8 23. DEFAULT. In the event LICENSEE does not perform, or cause to be performed, any of the Maintenance Responsibilities as contemplated by this Agreement, CITY shall first provide written notice to LICENSEE in the manner and at the address for notices provided in Section 25, describing the alleged default by LICENSEE. If LICENSEE fails to cure said default within thirty (30) calendar days following the date of delivery of such notice of default, CITY may thereafter cause such maintenance to be performed, and all actual and reasonable costs incurred shall be assessed to and billed directly to the LICENSEE. Any invoice for such costs incurred shall include copies of paid invoices evidencing the costs incurred. Payment from LICENSEE shall be due within thirty (30) calendar days following the date of receipt of invoice. In addition, one and a half (1-1/2%) interest per month shall be added for each month payment hereunder is due but unpaid. In the event CITY fails to perform its obligations hereunder after a reasonable period of time, including, but not limited to, repairing any damage to LICENSEE's Improvements, LICENSEE shall provide written notice to LICENSEE in the manner and at the address provided in Section 23, describing the alleged default by LICENSEE. If CITY fails to cure within thirty (30) calendar days of receipt of the notice, LICENSEE may cause any such work to be performed and CITY shall promptly reimburse LICENSEE an amount equal to the actual costs incurred by LICENSEE to repair such LICENSEE's Improvements, which reimbursement shall be due no later than thirty (30) days after receipt of invoice. In addition, one and a half (1-1 /2%) interest per month shall be added for each month payment hereunder is due but unpaid. 24 APPLICABLE LAW. LICENSEE shall, at its sole cost and expense, faithfully observe in the use and occupation of the Improvement Areas all municipal ordinances, and all state and federal statutes now in force and which may hereafter be in force, and shall fully comply, at its sole expense, with all regulations, orders, and other requirements issued or made pursuant to any such ordinances and statutes. All building permits, business licenses and other applicable permits and licenses shall be secured and paid for by LICENSEE. 25. NOTICES. Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to LICENSEE (as designated herein) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope and sent (i) postage prepaid, and depositing the same in the United States Postal Service, via certified or registered mail, or (ii) using nationally recognized overnight courier service, or (iii) via facsimile transmission (with a copy to also be placed in the United States Mail), and addressed as follows: 13-3917.001 / 104766 9 TO CITY: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Director of Public Works Tel: (714) 536-5431 Facsimile: (714) 374-1573 TO LICENSEE: Hoag Memorial Hospital Presbyterian, a California non -Profit Public Benefit Corp. 500 Superior Avenue, #300 Newport Beach, CA 92663 Tel: (949) 764-4457 Any mailing address or telefacsimile number may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. A person may not give official or binding notice by facsimile. The effective time of a notice shall not be affected by the receipt, prior to the receipt of the original, of a facsimile copy of the notice. 26. CAPTIONS AND TERMS. The captions and section numbers appearing in the Agreement are for convenience only and are not a part of the Agreement and do not in any way limit, amplify, define, construe or describe the scope of intent of the terms and provisions of this Agreement, or in any way affect this Agreement. 27. RECORDATION. LICENSOR shall record this Agreement in the Official Records of the County of Orange, State of California. 28. NON -EXCLUSIVITY. This License is non-exclusive, and the Improvement Areas shall at all times be open to use by the general public. 29. NONDISCRIMINATION. LICENSEE agrees that in the performance of this Agreement and use of the Improvement Areas it will not engage in discrimination against any person because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex. 30. COOPERATION. LICENSEE shall in good faith cooperate in connection with its respective rights and obligations under this Agreement, including, but not limited to, performing any acts and executing any further documents that may be reasonably necessary to effectuate the purposes of or rights conferred under this Agreement. 31. SEVERABILITY. If any provision of this Agreement shall to any extent be deemed to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each provision of this Agreement, unless specifically conditioned upon such invalid or unenforceable provision, shall be valid and enforceable to the fullest extent permitted by law. l 3-3917.00 l / 104766 10 32. ENTIRE AGREEMENT. This Agreement, together with any attachments hereto or inclusions by reference, constitutes the entire agreement between the parties hereto relating to the rights herein granted and the obligations herein assumed, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties hereto with respect to the rights and obligations contained herein. Any oral representations or modifications concerning this instrument shall be of no force or effect except a subsequent modification in writing, approved by the CITY and signed by the parties to be charged. 33. ATTORNEY'S FEES. If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, each party shall bear its own attorneys' fees. The prevailing party shall not be entitled to recover its attorneys' fees from the nonprevailing party. 34. CITY RIGHT TO ENFORCE. Notwithstanding the provisions of Section 31 above, LICENSEE acknowledges and agrees that CITY has the right and standing, but not the obligation, to enforce any of the terms of this Agreement by any appropriate legal or equitable means and shall be entitled to reimbursement for any costs incurred in enforcing this Agreement. LICENSEE shall provide CITY with, and at all times keep current, contact information for LICENSEE and any property manager acting on its behalf. 35. GOVERNING LAW. This Agreement shall be governed, construed, interpreted, and enforced under and in accordance with and governed by the laws of the State of California. 36. AMENDMENTS. This Agreement may be amended, modified, and/or supplemented by the written agreement of LICENSEE and CITY, or the successors and assigns of each. 37. COVENANTS. Each of the covenants set forth in this Agreement (i) shall run with the land; (ii) shall be binding upon, and shall inure to the benefit of, any person or entity having or acquiring any interest in any portion of any property benefited or burdened thereby, during the period of such person's or entity's ownership, and all of their respective successive owners and assigns; and (iii) shall be binding upon, and shall inure to the benefit of, the property benefited or burdened thereby and every portion thereof and interest therein. The License granted by this Agreement is subject to all matters of record as of the effective date of this Agreement. 38. DELEGATION OF AUTHORITY. CITY hereby delegates to its City Manager or his or her designee the authority to implement all provisions of this Agreement. 39. SUCCESSORS AND ASSIGNS. Subject to Section 16 above, this Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns (except as otherwise specifically provided in Section 39 below), including without limitation all grantees and other successors -in -interest of CITY and 13-3917.001 / 104766 11 LICENSEE in any portion of the Improvement Areas. Subject to Section 16 above, LICENSEE shall provide prior notice of any assignment of LICENSEE's rights and obligations hereunder and any such assignment shall either (a) include the insurance provisions hereunder or (b) shall include insurance provisions approved by CITY. 40. EXCLUSIVE BENEFIT OF PARTIES. The provisions of this Agreement are for the exclusive benefit of CITY and LICENSEE and their successors and assigns, subject to the previsions hereof, and neither for the benefit of nor give rise to any claim or cause of action by any other person. 41. SURVIVAL. All representations, warranties, waivers, and indemnities given or made hereunder shall survive termination of this Agreement. 42. AUTHORITY TO SIGN. LICENSEE hereby represents that the individual executing this Agreement on behalf of LICENSEE has full authority to do so and to bind LICENSEE to perform pursuant to the terms and conditions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this reement to be executed by and through their authorized officers on ,d1�30t _lam LICENSEE: HOAG MEMORIAL HOSPITAL PRESBYTERIAN, a California Non -Profit Public Benefit Corp. By- A/vwr,,; he print name ITS: (circle one) Chairma r een ice President AND By:1� ", - 7,VF i l l0i print name ITS: (circle one) Secretary/C of Financial Offic r/ Asst. Secretary -Treasurer CITY: CITY OF HUNTING"TON BEACH, a California municipal corporation y1 —_- Mayor 11) ING(ATED AND APPROVED: (-Director of Public Worts REV J-D APPROVED: City er PROVED ASn O F. _ A' C-Jity Attorney O1W "1 i� 13-3917.001 / 104766 12 ACKNOWLEDGMENT State of California ) ss County of Orange On February 13, 2014 before me, M. Vang Notary Public (Date) (Name of Notary) personally appeared Robert Turner Braithwaite who proved to me on the basis of satisfactory evidence to be the persor�4 whose name�0/tee--subscribed to the within instrument and acknowledged to me tha(] e/she�y executed the same irx /herftfreir authorized capacity(i , and that by iV hreir signatur/) on the instrument the person , or the entity upon behalf of which the perso�cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. S my handua d-�offrcial seal. l 0 ca AAA ao y Este • COMM& (NotaryLK9 nature) Cmm ACKNOWLEDGMENT State of California ) ss County of Orange On February 13, 2014 before me, M. Vang_Notary Public (Date) (Name of Notary) personally appeared Jennifer Carroll Brooks Mitzner who proved to me on the basis of satisfactory evidence to be the person whose name( is/ subscribed to the within instrument and acknowledged to me that -Ire/ethey- executed the same in -his/ /tl�reii- authorized capacity i , and that by4&s ie /th'ir signature on the instrument the person, or the entity upon behalf of which the person("acted, executed the instrument. I certify under ,PENALTY OF PERJURY under the laws of the State of California that the foregoing par "graph; is true and correct. { WITNES my hand d a I seal. (Notary ACKNOWLEDGMENT STATE OF CALIFORNIA ss COUNTY OF ORANGE On July 28, 2014, before me, P. L. Esparza, Notary Public, personally appeared Joan L. Flynn and Matthew M. Harper who proved to me on the basis of satisfactory evidence to be the per whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. � - /' (Notary ignature) P.1. SSPAM Commission * 2032750 Notary Public - California a Orange County 'Comm. E res Au 4, 2017 (Seal) EXHIBTI' "A" LEGAL DESCRIPT'I®N OF PROPERTY LEGAL DESCRIPTION: THE LAND REFERRED TO HEREON IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 1, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS PER MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE SOUTHERLY 660 FEET ALONG THE WESTERLY LINE OF SAID SOUTHWEST QUARTER; THENCE EASTERLY 88.00 FEET, PARALLEL WITH THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE EASTERLY 602.00 FEET, PARALLEL WITH SAID NORTHERLY LINE; THENCE NORTHERLY 330.00 FEET, PARALLEL WITH SAID WESTERLY LINE, TO A LINE PARALLEL WITH AND DISTANT SOUTHERLY 330.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID NORTHERLY LINE; THENCE WESTERLY 602.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTHERLY 330.00 FEET TO THE TRUE POINT OF BEGINNING. INFORMATION OBTAINED FROM A NOTICE OF COMPLIANCE FILED WITH THE RECORDER OF ORANGE COUNTY, CALIFORNIA, DATED 10:40 A.M. MAY 7, 1990. EXHIBIT "B" IMPROVEMENT AREA SEA BREEZE PET CEMETERY I j 19542 BEACH BLVD. i o; I /L CD o,o LEGEND I CURB AND LANDSCAPE AREA j i — I GUTTER _ f TO BE MAINTAINED SIDEWALK HARDSCAPE AREA o TO BE MAINTAINED I o i � i < o _ BEACH BLVD _I I CENTERLINE j CONSTRUCTION _ — -- CEINTERI_INE HOAG HEALTH CENTER 19582 BEACH BLVD. n I I APN 153.091.0- CD V o E�ISTING { SED RNV i EW \ 9, LANDSCAPE - 9p 5' � N PROPOSED RIW 2.5 w j 1 88' EDI EXISTING R" SCALE: 1" = 40' tC ID o 1 N � o I ' - /L 11F o to _ m _ 1 = I I - = 19682 BEACH BLVD. 0 . ' } HOAG HEALTH CENTER EXHIBIT E Ikk1�; J CONSULTANTS, INC. 19582 BEACH BLVD. IMPROVEMENT AREA PLANNING. ENGIN i 8 Technology Dr., Suite B,TRUCTIONIRVINE M .CA 92.618 ANAGEMENT HUNTINGTON BEACH, CA 92648 PER MAINTENANCE AGREEMENT d TEL: (949) 336-6336 FAX: (949) 336-6338 www.apdcon.com ACCM& CERTIFICATE O LIABILITY INSURANCE �--� ATE 61a/D/18/ zo1IDDlY 4 4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions ofthe policy, certain policies may require an endorsement. A.statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Beecher Carlson - Santa Ana 6 Hutton Centre Drive Suite 1280 Santa Ana CA 92707 CN AMEACT Jenny Norbeck PHONE {71¢)451 -7101 AAtC E-MAILADDRESS.jnorbeck@beechercarlaon.com INSURERS AFFORDING COVERAGE NAIL If INSURERA:Hoag Memorial Hosp Self-Insd INSURED Hoag Memorial Hospital Presbyterian One Hoag Drive Newport Beach CA 92663 INSURERB:National Union Fire Ins Co 19445 INSURER C: INSURER D: INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBERA4-15 SIR AUTO 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 17m.A TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF DfYYYYI_ POLIC(MMIDDY P LIMITS GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 COMMERCIAL GENERAL LIABILITY CLAIMSWADE Fx_1 OCCUR X Hoag Self -Insured Program /31/2014 /31/2015 ANIACX PREMISESOEaoccurrence) $ 2,000,000 MEDEXP-(Any one person) $ 2, 0.00, 00.0 PERSONAL BADVINJURY $ 2,000,000 X Professional Liability X Claims Made GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ PRO LOC POLICY JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ee accident 11000,000 BODILY INJURY (Per person) ,$_ $ B X ANY AUTO ALL OWNED X SCHEDULED AUTOS AUTOS CA 348-24-23 1/31/2.014 1/31/2015 BODILY INJURY (Per accident) $ PROPERTY DAMAGE -accident) $ X HIRED AUTOS NON -OWNED AUTOS a': �"" E,-._a ,r,U As ,y.a s 1R.�ra 3 UMBRELLA LIAR EXCESS LIARH OCCUR CLAIMS -MADE Y . ,:i.• i�� >• :�'�'� C`" ��q✓��{�7Y�� 2�l R EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS CDMPENSATIDN WC ITATU- OTH- LIM T. AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNEWEXECUTIVE E.L. EACH ACCIDENT ""— $ OFFICER/MEMBER EXCLUDED? ❑ NIA E.L. DISEASE - EA EMPLOYE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE . POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Evidence of Healthcare Professional Liability Insurance, General Liability Insurance and Automobile. Insurance for Hoag Memorial Hospital Presbyterian. With respect to Project: 1908.00 - Hoag Health Center Huntington Beach, the City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are named as additional insureds with respects to the General Liability coverage. L:CK I I1-IUA 1 C r1ULUGK %,AN%,t:LLH 1 IUIV SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) Harper/JNORBE lw ?-'•./ °X� ., O 1988-2010 ACORD CORPORATION. All rights reserved. INS025 (201005).01 The ACORD name and logo are registered marks of ACORD INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Steve Bogart; Public Works Development Services 2, Date: June 30, 2014. 3. Name of contractor/permittee: Hoag Memorial Hospital Presbyterian 4. Description of work to be performed: Landscape Mainteneance Agreement for continuous maintenance of landscape/hardscape in public right-of-way along the project frontage on Beach Boulevard. 5. Value and length of contract: Perpetual maintenance of landscape and hardscape: 6. Waiver/modification request: To allow Hoag to use their own self-insurance program. 7. Reason for request and why it should be granted: Hoag is self -insured. Waiver should be granted because Hoag is entering into a License Maintenance Agreement with the City to obligate them to maintain landscape and hardscape improvements within the public right- of-way (pursuant to the project's Conditions of Apprvoal and code requirements). 8. Identify the risks to the City in approving this waiver/modification: N/A Al� / _ Department Hi6ad Signature Date: _... APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval:fc)o the City Administrator's Office is only required if Risk Managemenk6n—d e City Attorney's Office disagree, 1Management Approved ❑ Denied �~ Signature bate 2. City Attorney's Office v pproved ❑ De Signature -Date 3. City Administrator's Office ❑ Approved ❑ Denied _ Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Waiver Form Hoag.doc 6/30/2014 9:15:00 AM A Beecher Carlson 6 Hutton Centre Drive, Suite 1280 Santa Ana, CA 92707 June 18, 2014 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Re: Hoag Memorial Hospital Presbyterian Professional and. General Liability (Including Malpractice) Term 01 /31 /2014 to 01 /31 /2015 TO WHOM 1T MAY CONCERN: This is to confirm that Hoag Memorial Hospital Presbyterian maintains through Illinois Union Insurance Company Excess Insurance, excess hospital and General Liability. Hospital Professional Liability: The Hospital is self -insured for $2 Million with respects to its Hospital Professional, including Hospital General Liability Insurance Coverage. General Liability: The Hospital self -insured for $2 Million with respects to its General Liability Insurance Coverage for non -hospital operations and exposures. Excess Liability: The Hospital maintains through Illinois Union Insurance Company $20 Million of excess liability limits for coverage in excess of the Hospital. Professional and General Liability Self -Insured Retention of $2 Million on a claims made form basis. Hoag Memorial Hospital Presbyterian, as a self -insured entity for its Hospital Professional and General Liability exposures can elect to extend Additional Insured coverage to third parties by agreement, up to $2 Million limit. The limit is above most agreements requirements of $500,000 or $1,000,000. City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are hereby named additional insureds under the hospital's self -insured insurance policy, but only for legal liability arising out of the. acts and omission of Hoag Memorial Hospital Presbyterian, with respect to Project: 1908:00 - Hoag Health Center Huntington Beach For those Hospital Professional and Hospital General Liability agreements requiring higher Ulan $2 Million, underwriting approval will be necessary. Please contact our office if you have any questions. Sincerely, David Harper Regional Managing Director -AF This Document was electronically recorded by City of Huntington Beach RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 11111111111111111111111111111111111111111111111111111111111111111111111IIIIN0 FEE 2014000301405 09:55am 07/29/14 217 402 Al2 18 0.00 0.00 0.00 0.00 51.00 0.00 0.00 0.00 SPACE ABOVE THIS LINE FOR RECORDER'S USE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMCAL OCEANA FUND, LP, TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND PUBLIC IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY This License Agreement (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and AMCAL OCEANA FUND, LP, hereinafter referred to as "LICENSEE." WHEREAS, LICENSEE is the owner of certain real property located in the City of Huntington Beach, County of Orange, State of California, which is a commercial development commonly known as Oceana Apartments and more particularly described in the legal description attached hereto as Exhibit "A" and incorporated by this reference (the "Property"); and CITY is the owner of certain public rights -of -way and other property in the immediate vicinity of the Property (the "Improvement Areas"), which Improvement Areas are more particularly described in Exhibit "B" attached hereto and incorporated herein by this reference; and The California Department of Transportation, hereinafter referred to as "CALTRANS," is the owner of certain public rights -of -way and other property in the Improvement Areas; and In connection with and as a condition of development of the Property, CITY desires to assign responsibility for the installation and maintenance of landscaping within the Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance with plans and specifications by LICENSEE and as reasonably approved by CITY; and By this Agreement, CITY desires to clarify and specifically delineate the LICENSEE's obligations with respect to the installation and maintenance of landscaping within the Improvement Areas, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, CITY and LICENSEE covenant and agree as follows: 14-4111/105108 GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain landscaping within the Improvement Areas pursuant to the terms as set forth in this Agreement. 2. TERM. The term of the License (the "Term") granted herein shall be perpetual, provided that CITY may terminate this Agreement upon thirty (30) days written notice to LICENSEE. LICENSEE (for itself, and its successors and assigns) agrees that this Agreement and the rights and obligations contained herein run with the land, and are binding upon and shall inure to the benefit of the owner of the Property, as the burdened parcel, and the rights, and obligations contained herein shall bind and inure to the LICENSEE's successors in interest, assigns, heirs, executors, and/or personal representatives. This Agreement and the covenants contained herein inures to the benefit of CITY as the owner of the Improvement Areas, as the benefited parcel. TERMINATION. In the event of any such termination and upon request by CITY, LICENSEE and its successors and assigns shall be obligated to deliver the Improvement Areas in compliance with the maintenance provisions set forth in this Agreement. At the CITY's request, the LICENSEE or its successors and assigns may be required to disconnect existing water and electrical supply sources to the Improvement Areas from the Property, and construct and reconnect alternative water and electrical supply sources to the Improvement Areas to the satisfaction of CITY. 4. DESCRIPTION OF IMPROVEMENTS. All improvements installed within the Improvement Areas shall be as depicted on those certain plans and specifications as approved by the CITY and CALTRANS relative to the Property and the subject commercial development thereof. The landscaping and other improvements within the Improvement Area for which LICENSEE, at its sole cost at no expense to the CITY, shall install, repair, maintain, and/or replace in accordance with the terms of this License shall be collectively referred to as the "LICENSEE'S Improvements" and includes the following: Landscaping: Irrigation Systems and Plant Material. Plants and trees in accordance with the Landscaping Plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY and the irrigation systems serving the same. Hnrdscaping: Concrete Material. Concrete sidewalk, driveways and parkway culverts in accordance with the Precise Grading Plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY. grading plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY. 14-4111/ 105108 2 5. MAINTENANCE RESPONSIBILITIES. At LICENSEE'S sole cost and expense, LICENSEE agrees to perform all maintenance responsibilities for the Improvement Areas, including, but not limited to: sidewalk and driveway — — cleaning, maintenance and replacement; maintenance of trash disposal; signs; watering; repairing and/or adjusting irrigation systems when failures occur; fertilizing; cultivating; edging; performing general planting and trimming or other corrective gardening; spraying grass and plants with both insecticides and herbicides; and, generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the area. LICENSEE agrees to maintain and keep the Improvement Areas in good condition and repair, free and clear of litter and debris and free from any nuisances and to comply with all health and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris in a sanitary and legal manner and location. All of the responsibilities listed in this Paragraph 5 (including subparts) shall collectively be referred to as "Maintenance Responsibilities." a. Maintenance of Trees and Plants. LICENSEE's maintenance obligations shall include watering, repairing, maintaining, adjusting and monitoring irrigation systems when failures occur, fertilizing, edging, performing general planting and trimming or other corrective maintenance, spraying with insecticides and herbicides, and generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the Improvement Areas, including but not limited to the following: i. Provide and apply fertilizer as necessary to sustain healthy growth. Maintain a separate irrigation system and pay all repairs, water and electrical cost. ii. Maintain the Improvement Areas to allow access by CITY personnel to CITY facilities and in a condition that is substantially free from weeds, debris and harmful insects at all times. iii. Keep plantings trimmed to eye pleasing appearance. iv. Use only those pesticides and fertilizers approved by the State of California and in a manner consistent with label and legal restrictions. v. Remove and replace unhealthy, dead, invasive or unplanned plantings as they are observed. vi. Keep the entire area policed and free of litter and deleterious material. LICENSEE shall provide trash pick-up, sweeping, and clean-up as required to ensure no offensive odors, gum, wax, litter, liquids or other 14-4111/105108 materials are allowed to remain on or stain paving, planters, containers, decorative features, artwork or other surfaces. vii. Maintain, repair and operate irrigation system in a manner that prevents water from flooding onto the right-of-ways. viii. All tree trimming shall be done by an I.S.A. Certified Arborist or an I.S.A. Certified tree worker under the direct supervision of an I.S.A. Certified Arborist. Said trimming shall be per the International Society of Arborist, A.N.S.I. 300A standards. Any tree work not conforming to these requirements shall be subject to damage assessment by the City of Huntington Beach Tree Supervisor. Damages may potentially lead to penalties which can involve removing and replacing the damaged tree with an approved replacement of the same size that was originally planted, and payment of fines equal to the value of the original (damaged) tree. Any fines shall be payable by the contractor or persons responsible to the Home Owners Association and/or the CITY. ix. If for any reason LICENSEE is unable to maintain the area in a manner satisfactory to the CITY, LICENSEE shall re -landscape the area to a condition acceptable to the CITY at LICENSEE's sole cost and expense. x. Remove landscaping and restore area to original condition prior to planting or to a less onerous condition acceptable to CITY representative in the event this agreement is terminated under the terms set forth herin. xi. Control and maintain the Improvement Areas such that no landscaping or plant materials growth, or irrigation water spray, obstructs or hinders vehicular or pedestrian traffic, or encroaches across or onto any bicycle path, sidewalk, public access area, the street right-of-way from the edge of the curb/gutter to the center of any street right-of-way. xii. Conform to all applicable Best Management Practices set forth in the City of Huntington Beach Local Implementation Plan Section A-9, Existing Development Exhibit A-9.11, BMP Fact Sheet 1C7 Landscape Maintenance and the Arboricultural and Landscape Standards Specification issued by the Department of Public Works. b. Maintenance of Hardscape Material. LICENSEE's maintenance obligations shall include all hardscape material including all sidewalks, driveways, and parkway culverts. Maintenance includes, but is not limited to, linear root barriers, concrete repair and replacement, grinding or patching variations in elevation of sidewalks and driveways for an acceptable riding surface, and the removal of dirt, debris, graffiti, weeds, and any other deleterious items or material on or about the sidewalks or driveways in an expeditious manner. 14-4111/105108 4 c. Utilities Servingthe Improvement Areas. LICENSEE shall bear the expense of electricity and any other utility necessary to serve the Improvement Areas. LICENSEE shall be responsible for using such utilities in a secure and hazardless manner, complying in all respects with applicable codes and ordinances. d. S4,,nasae. LICENSEE shall repair and maintain during the Term any signage constructed and installed by Licensee on the Improvement Areas. 6. PLANS AND SPECIFICATIONS. Throughout the Term, LICENSEE shall perform, at its sole cost and expense, any and all repairs, replacements or refurbishing to the Improvements which LICENSEE constructs in the Improvement Areas as necessary to bring the Improvements into an operating condition, all in accordance with plans and specifications as submitted by LICENSEE to CITY, which plans and specifications shall be subject to the prior written approval of CITY. No changes, modifications, or alterations may be made to the Improvement Areas without the prior written consent of CITY. 7. MATERIAL ALTERATIONS. After the approval of the plans and specifications and the installation of the Improvements in the Improvement Areas in accordance with the plans and specifications, no material changes, modifications or alterations may be made to the Improvement Areas without the prior written consent of CITY. 8. CITY REQUIREMENTS. LICENSEE, or anyone performing work on behalf of LICENSEE, shall be properly licensed by CITY for any work performed on the Improvement Areas. Furthermore, LICENSEE, or anyone performing work on behalf of LICENSEE, shall acquire the proper encroachment permit and comply with all other CITY and CALTRANS requirements prior to performing any work on Improvement Areas in the public right-of-way. 9. PREVAILING WAGE REQUIREMENTS. If the work performed on this Project is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public work" in that it is construction, alteration, demolition, installation, repair or maintenance, LICENSEE must conform to the provisions of Labor Code sections 1720 through 1815, all applicable regulations and coverage determinations issued by the Director of Industrial Relations. LICENSEE agrees to include prevailing wage requirements in its contracts for public work. 10. PREVAILING WAGE REQUIREMENTS IN SUBCONTRACTS. LICENSEE shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement when the work to be performed by the subcontractor is a "public work" as defined in Labor Code Section 1720(a)(1). Subcontracts for public works shall include all prevailing wage requirements set forth in CITY's contracts. 11. CITY RIGHT TO INSPECT. CITY shall have the right to inspect the Improvement Areas at any time to ensure that LICENSEE is performing its obligations hereunder. CITY and LICENSEE shall negotiate in good faith to come to a mutual agreement as to the time and date for such inspections. 14-4111/105108 12. DAMAGE TO IMPROVEMENT AREAS. In the event any damage is caused to any pathways, sidewalks, curbs, gutters, -street furniture, street lights, medians, streets or utilities as a result of the installation of the landscaped material installed on -the - Improvement Areas and/or the performance of the maintenance responsibilities of the Improvement Areas, LICENSEE agrees to repair same at its own expense. In the event that damage is caused by the acts of any person to any portion of the landscaped area or in the event any equipment is broken or breaks or is destroyed or in the event vegetation rots or dies, said equipment or vegetation shall be replaced or restored within ten (10) calendar days of the date of the breakage or destruction. Stolen items will be considered destroyed for purposes of this Section 10. 13. REPAIR BY CITY. Except as otherwise provided for in this License, in the event any damage is caused to any of the LICENSEE's Improvements within the Improvement Areas as a result of the installation, maintenance and/or repair work performed by the CITY or its contractors, agents or employees within the Improvement Areas, CITY shall promptly repair the same at its own expense. 14. COOPERATION. In the event both LICENSEE and CITY are required to repair damage to the improvements the parties shall cooperate with each other so as to minimize the costs incurred by each of them. To the extent maintenance of any of the LICENSEE's Improvements require access to any real property owned by CALTRANS, rather than CITY, CITY shall cooperate with LICENSEE by contacting CALTRANS on behalf of LICENSEE and assist in obtaining the necessary permits, approvals and/or agreements required to permit LICENSEE such access. 15. MECHANICS' LIENS. LICENSEE agrees not to suffer any mechanics' lien(s) to be filed against the Improvement Areas by reason of any work, labor, services or material performed at or furnished to the Improvement Areas, by or through LICENSEE. LICENSEE shall, at its sole cost and expense, cause any mechanics' lien(s) which may be filed against the Improvement Areas to be released or bonded or affirmatively insured within sixty (60) days after the date of filing of such mechanics' lien(s). Nothing in this Agreement shall be construed as consent on the part of CITY to subject CITY's estate in the Improvement Areas to any mechanics' lien(s) or liability under the mechanics' lien laws of the State of California. 16. ASSIGNMENT. The License herein granted is personal to LICENSEE and any attempt to assign the License to any entity shall require the prior approval of CITY and is subject to the provisions set forth in Section 36 below. Other than the License granted hereunder, LICENSEE hereby expressly waives any claim to or interest or estate of any kind or extent whatsoever in the Improvement Areas arising out of the License or out of LICENSEE'S use or occupancy of the Improvement Areas, whether now existing or arising at any future time. This License is appurtenant to the Property and may not be separately assigned apart from the Property or the interests therein. LICENSEE shall give notice in writing to CITY of any such assignment and delegation; such notice shall include the mailing address of the delegee, and will become the delegee's address for service of notices. LICENSEE hereby covenants for 14-4111/105108 6 itself and its successors and assigns, that conveyance of any interest in the Property shall constitute an assumption by any successors, assigns or transferees of LICENSEE, of the obligations under this License, and upon such conveyance, the predecessor in interest of such assuming party shall be deemed relieved from any further obligations or responsibilities under this License. 17. WORKERS COMPENSATION INSURANCE. Pursuant to California Labor Code §1861, LICENSEE and its successors or assigns acknowledges awareness of Section 3700 et seq. of said California Labor Code, which requires every employer to be insured against liability for workers' compensation. LICENSEE covenants that it will comply with such laws and provisions prior to conducting any activity pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Million Dollars ($1,000,000) bodily injury by accident, each occurrence, One Million Dollars ($1,000,000) bodily injury by disease, each employee, and One Million Dollars ($1,000,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies reasonably satisfactory to CITY. LICENSEE shall require all subcontractors retained by LICENSEE to perform work hereunder to provide such workers' compensation 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 insurance and LICENSEE shall similarly require all subcontractors to waive subrogation. 18. OTHER INSURANCE. In addition to the workers' compensation insurance in Section 17 above and LICENSEE's covenant to indemnify CITY in Section 20 below LICENSEE or its successors or assigns shall obtain and furnish to the CITY and carry at all times incident hereto, on all activities to be performed in the Improvement Areas as contemplated herein, general liability insurance including coverage for bodily injury, property damage and motor vehicle coverage. All insurance shall be underwritten by insurance companies reasonably satisfactory to CITY. Said insurance shall name the CITY as Additional Insureds and shall specifically provide that any other insurance which may be applicable to all activities to be undertaken by LICENSEE concerning the Improvement Areas shall be deemed excess coverage and that LICENSEE's insurance shall be primary. Said policy of insurance shall pay on behalf of LICENSEE, its officers, agents, and employees, while acting within the scope of their duties, against any and all claims of liability arising out of or in connection with all activities to be undertaken by LICENSEE concerning the Improvement Areas affected by the license. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits. LICENSEE shall require its insurer to waive its subrogation rights against CITY. 14-4111/105108 7 19. CERTIFICATE OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS. Prior to conducting any activity pursuant to this Agreement, LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy; and shall state that the policy is currently in force; and shall promise to provide that such policies will not be canceled or modified without providing notice to CITY in accordance with policy provisions. LICENSEE shall maintain the foregoing insurance coverage in force until the Term of this Agreement has expired or this Agreement is terminated. The requirement for carrying the foregoing insurance coverage shall not derogate the obligations of LICENSEE under this Agreement. CITY or its representative shall at all times have the right to demand a copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to LICENSEE's liability policy as required hereunder, naming the CITY as Additional Insureds, shall be provided to the CITY Attorney for approval prior to the commencement of any work by LICENSEE pursuant to this Agreement. 20. INDEMNIFICATION AND HOLD HARMLESS. LICENSEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its officers, and employees, and assigns (hereinafter collectively called "Indemnified Parties") against any and all liability, claims, judgments, penalties, damages, expenses, costs and demands, including without limitation reasonable attorneys' fees, however caused, including those resulting from death or injury to any person (including without limitation any Indemnified Party), and damage to any property, real or personal, of any kind wherever located and by whomever owned (including, without limitation, property owned by an Indemnified Party), which injury, death or physical damages arises directly or indirectly out of the grant of license herein contained or the activities to be undertaken by LICENSEE (or LICENSEE's officers, employees, agents, contractors, LICENSEEs, or invitees) concerning the Improvement Areas, caused in whole or in part by any negligent act or omission of the LICENSEE, any of its contractors, subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable (collectively, the "LICENSEE Parties"), including but not limited to concurrent active or passive negligence of the LICENSEE Parties, except to the extent caused by the negligence or willful misconduct of CITY or any of its agents, contractors, subcontractors, officers, or employees. City shall provide immediate notice to LICENSEE whereupon LICENSEE shall conduct any defense required hereunder at its sole cost and expense. 21. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work done or undertaken by it on the Improvement Areas shall be for its sole account and not as an agent, servant or contractor for CITY. 22. RULES AND REGULATIONS. LICENSEE agrees to obey and observe (and cause its officers, employees, contractors, invitees and all others doing business with LICENSEE to obey and observe) all rules and regulations of general applicability regarding the Improvement Areas as may be reasonably established by CITY at any time and from time to time during the Term of this Agreement. 14-4111/105108 8 23. DEFAULT. In the event LICENSEE does not perform, or cause to be performed, any of the Maintenance Responsibilities as contemplated by this Agreement, CITY shall first provide written notice to LICENSEE in the manner and at the address for notices provided in Section 25, describing the alleged default by LICENSEE. If LICENSEE fails to cure said default within thirty (30) calendar days following the date of delivery of such notice of default, CITY may thereafter cause such maintenance to be performed, and all actual and reasonable costs incurred shall be assessed to and billed directly to the LICENSEE. Any invoice for such costs incurred shall include copies of paid invoices evidencing the costs incurred. Payment from LICENSEE shall be due within thirty (30) calendar days following the date of receipt of invoice. In addition, one and a half (1-1 /2%) interest per month shall be added for each month payment hereunder is due but unpaid. In the event CITY fails to perform its obligations hereunder after a reasonable period of time, including, but not limited to, repairing any damage to LICENSEE's Improvements, LICENSEE shall provide written notice to LICENSEE in the manner and at the address provided in Section 23, describing the alleged default by LICENSEE. If CITY fails to cure within thirty (30) calendar days of receipt of the notice, LICENSEE may cause any such work to be performed and CITY shall promptly reimburse LICENSEE an amount equal to the actual costs incurred by LICENSEE to repair such LICENSEE's Improvements, which reimbursement shall be due no later than thirty (30) days after receipt of invoice. In addition, one and a half (1-1/2%) interest per month shall be added for each month payment hereunder is due but unpaid. 24 APPLICABLE LAW. LICENSEE shall, at its sole cost and expense, faithfully observe in the use and occupation of the Improvement Areas all municipal ordinances, and all state and federal statutes now in force and which may hereafter be in force, and shall fully comply, at its sole expense, with all regulations, orders, and other requirements issued or made pursuant to any such ordinances and statutes. All building permits, business licenses and other applicable permits and licenses shall be secured and paid for by LICENSEE. 25. NOTICES. Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to LICENSEE (as designated herein) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope and sent (i) postage prepaid, and depositing the same in the United States Postal Service, via certified or registered mail, or (ii) using nationally recognized overnight courier service, or (iii) via facsimile transmission (with a copy to also be placed in the United States Mail), and addressed as follows: 14-4111/105108 9 TO CITY: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Director of Public Works Tel: (714) 536-5431 Facsimile: (714) 374-1573 TO LICENSEE: AMCAL Oceana Fund, LP 30141 Agoura Road, #100 Agoura Hills, CA 91301 Tel: Facsimile: Any mailing address or telefacsimile number may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. A person may not give official or binding notice by facsimile. The effective time of a notice shall not be affected by the receipt, prior to the receipt of the original, of a facsimile copy of the notice. 26. CAPTIONS AND TERMS. The captions and section numbers appearing in the Agreement are for convenience only and are not a part of the Agreement and do not in any way limit, amplify, define, construe or describe the scope of intent of the terms and provisions of this Agreement, or in any way affect this Agreement. 27. RECORDATION. LICENSOR shall record this Agreement in the Official Records of the County of Orange, State of California. 28. NON -EXCLUSIVITY. This License is non-exclusive, and the Improvement Areas shall at all times be open to use by the general public. 29. NONDISCRIMINATION. LICENSEE agrees that in the performance of this Agreement and use of the Improvement Areas it will not engage in discrimination against any person because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex. 30. COOPERATION. LICENSEE shall in good faith cooperate in connection with its respective rights and obligations under this Agreement, including, but not limited to, performing any acts and executing any further documents that may be reasonably necessary to effectuate the purposes of or rights conferred under this Agreement. 31. SEVERABILITY. If any provision of this Agreement shall to any extent be deemed to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each provision of this Agreement, unless specifically conditioned upon such invalid or unenforceable provision, shall be valid and enforceable to the fullest extent permitted by law. 14-4111/105108 10 32. ENTIRE AGREEMENT. This Agreement, together with any attachments hereto or inclusions by reference, constitutes the entire agreement between the parties hereto relating to the rights herein granted and the obligations herein assumed, and this - - Agreement supersedes and cancels any and all previous negotiations, arrangements, - agreements, and understandings, if any, between the parties hereto with respect to the rights and obligations contained herein. Any oral representations or modifications concerning this instrument shall be of no force or effect except a subsequent modification in writing, approved by the CITY and signed by the parties to be charged. 33. ATTORNEY'S FEES. If any action or proceeding is brought by either parry against the other under this Agreement, whether for interpretation, enforcement or otherwise, each party shall bear its own attorneys' fees. The prevailing party shall not be entitled to recover its attorneys' fees from the nonprevailing party. 34. CITY RIGHT TO ENFORCE. Notwithstanding the provisions of Section 31 above, LICENSEE acknowledges and agrees that CITY has the right and standing, but not the obligation, to enforce any of the terms of this Agreement by any appropriate legal or equitable means and shall be entitled to reimbursement for any costs incurred in enforcing this Agreement. LICENSEE shall provide CITY with, and at all times keep current, contact information for LICENSEE and any property manager acting on its behalf. 35. GOVERNING LAW. This Agreement shall be governed, construed, interpreted, and enforced under and in accordance with and governed by the laws of the State of California. 36. AMENDMENTS. This Agreement may be amended, modified, and/or supplemented by the written agreement of LICENSEE and CITY, or the successors and assigns of each. 37. COVENANTS. Each of the covenants set forth in this Agreement (i) shall run with the land; (ii) shall be binding upon, and shall inure to the benefit of, any person or entity having or acquiring any interest in any portion of any property benefited or burdened thereby, during the period of such person's or entity's ownership, and all of their respective successive owners and assigns; and (iii) shall be binding upon, and shall inure to the benefit of, the property benefited or burdened thereby and every portion thereof and interest therein. The License granted by this Agreement is subject to all matters of record as of the effective date of this Agreement. 38. DELEGATION OF AUTHORITY. CITY hereby delegates to its City Manager or his or her designee the authority to implement all provisions of this Agreement. 39. SUCCESSORS AND ASSIGNS. Subject to Section 16 above, this Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns (except as otherwise specifically provided in Section 39 below), including without limitation all grantees and other successors -in -interest of CITY and 14-41 l 1/105108 11 LICENSEE in any portion of the Improvement Areas. Subject to Section 16 above, LICENSEE shall provide prior notice of any assignment of LICENSEE's rights and obligations hereunder and any such assignment shall either (a) include the insurance provisions hereunder or (b) shall include insurance provisions approved by CITY. 40. EXCLUSIVE BENEFIT OF PARTIES. The provisions of this Agreement are for the exclusive benefit of CITY and LICENSEE and their successors and assigns, subject to the provisions hereof, and neither for the benefit of nor give rise to any claim or cause of action by any other person. 41. SURVIVAL. All representations, warranties, waivers, and indemnities given or made hereunder shall survive termination of this Agreement. 42. AUTHORITY TO SIGN. LICENSEE hereby represents that the individual executing this Agreement on behalf of LICENSEE has full authority to do so and to bind LICENSEE to perform pursuant to the terms and conditions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on 2/ Zp/ fL -6-B. LICENSEE: AMCAL OCEANA FUND, LP By:- AF-CRi o4 WAcw +t%-1c_A-r- 4 print name ITS: (circle one) Chairman/President/Vice President print name ITS: (circle one) Secretary/Chief Financial Officer/ Asst. Secretary -Treasurer CITY: CITY OF HUNTINGTON BEACH, a California municipal corporation Mayor Director of Public Works RE E ND APPROVED: Cger ir APPROVED T FO nn City Attorney IQ 2t) i t 14-4111/105108 12 STATE OF CALIFORNIA ) ss. COUNTY OF 4S �O- -6 ) On • ����'. ,before jnp, �`1 � . G'L'1�� a notary public, personally appeared IWA a' , who proved to me on the basis of satisfactory evidence to e the per(s) whose name(s) �/a e subscribed to the within instrument and acknowledged to me that hA/sVe/they executed the same in I/s/Ver/their authorized capacities, and that by hys/oer/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature �(!�./� (Sea— _ " - SHERI D. NUILLM Commission * 2013862 Notary PubIIC -.California Ventura County ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On July 28, 2014, before me, P. L. Esparza, Notary Public, personally appeared Joan L. Flynn and Matthew M. Harper who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. PL NOR E&PARU 2032750 WITNESS m hand and official seal. Commission�C&M" �' Notary Public - aNfomEa , Orange County Comm. E$Wul 4, 2017 (Seal) (Notary igna re) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY EXHIBIT A The land referred to is situated in the County of Orange, City of Huntington Beach, State of California, and is described as follows: The South half of the North half of the Southeast quarter of the Northeast. quarter of the Northeast quarter of Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, in the City of Huntington Beach, County of Orange, State of Califomia, as per map recorded in Boole 51, Page 13, of Miscellaneous Maps, in the Office of the County Recorder of said County. Except that portion thereof conveyed to the State of California, for highway right of way by Deed recorded November 12, 1952, in Book 2408, Page 489 of Official'. Records of Orange County; California. Also except all oil, gas, minerals and other hydrocarbon substances in and under said land below 5004eet from the surface thereof, but without right of entry upon the surface for the. exploration or productions thereof, as reserved by LeoT., Koppl and Effie E. Koppl, husband and wife in Deed recorded May 22,,1961, in Book 5727, Page 829, of Official Records. Said land is also shown in Parcel. I on a map recorded in. Book 52, Page 6 of Parcel Maps, in the Office of the County Recorder of said County. A.P.N.: 159-271-68. EXHIBIT "B" IMPROVEMENT AREA See attached. EXHIBIT B SHEET 1 OF 1 IMPROVEMENT AREA PER LANDSCAPE MAINTENANCE AGREEMENT LEGEND: LANDSCAPE AREA TO BE MAINTAINED HARDSCAPE AREA TO BE MAINTAINED I I I I I I _. <, f 46.5' 8. ' PA 4.5' WIDE PARKWAY LANDSCAPE - 7-if 6WIDE I SIDEWALK CURB do GUTTER MEDIAN CURB I PREPARED BY: PACIFIC COAST CIVIL, INC. z 30141 AGOURA ROAD, SUITE 200 s, AGOURA HILLS, CA 91301 PH: (81 8) 865-41 68 FAX: (818) 865-4198 I W I I I SCALE. 1 "= 40' OWNER: AMCAL MULTI -HOUSING, INC. 2082 MICHELSON DR., SUITE 306 IRVINE, CA 92612 PH: (949) 863-9408 A�Rb® CERTIFICATE ®F LIABILITY INSURANCE �/ DATEMWD NM) 14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER SullivanCurtisMonroe Insurance Services 1920 Main Street Suite 600 Irvine, CA 92614 CONTACT . NAME: PHONE 949,250.7172 FAC No : 949.852.9762 EMAIL ADDRE INSURE S AFFORDING COVERAGE NAiC 0 INSURERA: Mt. Hawley Insurance Company 37974 vnwr.SullivanCurtisMonroe.com License # OE83670 INSURED Amcal General Contractors, Inc. 30141 Agoura Road. #100 Agoura Hills CA 91301 INSURER B: Liberty Insurance Underwriters, Inc. 19917 INSURER C: INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 20626355 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. 1LTR TYPE OF INSURANCE ADDL lum SUBR Ina POLICY NUMBER POLICY EFF IdWrDO POLICY EXP MWDDIYYYY LIMITS A �/ COMM ERCIAL GENERAL LIA BILITY CLAIMS -MADE ❑✓ OCCUR $2,500 deductible MGLO180754 61V2014 " " i . 6/10016 EACH OCCURRENCE S 1,000,000 DAMAGE ORE E PREMISES Eaoccurre $ 50,000 / GENL MED EXP (Arty one rson) $ 5,000 PERSONAL &ADV INJURY S 1,000,000 AGGREGATE LIMIT APPLIES PER: PRO - POLICY JECT L� OTHER: GENERAL AGGREGATE S 2,000,000 PRODUCTS -0011P16PAGG S 2,000,000 S AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON-0riNED HIRED AUTOS AUTOS - s..,1:i' (' I .7! 9I !!r i! `/ COMBINED SINGLE LIMIT Eaacdden[ S BODILY INJURY (Per Person) $ BODILY INJURY (Per accident) $ PROPERTY t OPEERPROPERTYDAMAGE P S S B ✓ UMBRELLA LIAB EXCESS LIAB ✓ OCCUR CLAIMS -MADE 100009869501 6/V2014 6/1/2015 EACH OCCURRENCE S 20,000,000 AGGREGATE S 20,000,000 DED ✓ RETENTIONSNOne S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y r N ANY PRCPRIETOR/PARTNERtEXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under DESCRI PTION OF OPERATIONS beMorm N)A PER OTH- TATUTE ER E.L. EACH ACCIDENT S E, L. DISEASE - EA EMPLOYE S I E.L. DISEASE - POLICY LIMIT J S DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) Certificate holder to be Included as additional Insured per attached endorsement. Insurance is p6rnafy and non-contributory. Waiver of subrogation applies per attached endorsements. TRIA Coverage Excluded City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers P.O. Box 190 2000 Main Street Huntington Beach CA 92648 GANGtLLA I IQN SHOULD ANY DF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Connie Gordon ©1988-2014 ACORD CORPORATION, All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CERT NO.: 20629355 CLIENT CODE: AY.CALGEN Angela Lin 6/24/2014 9:56:26 AM (PDT) Page 1 of 7 AGENCY CUSTOMER ID: AMCALGEN LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY SultivanCurtisMGnroe Insurance Services NAMEDINSURED Amcal General Contractors, Inc. 30141 Agoura Road. #100 Agoura Hills CA 91301 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: I I IVIYAIL RCIY kMINO THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (01114) CERTIFICATE HOLDER: City of Huntington Beach, its officers, elected or appointed officials, employees, agents ADDRESS: P.O. Box 190 2000 Main Street Huntington Beach CA 92648 Named Insureds: AMCAL General Contractors, Inc_ 456 South Lake, L.P. 6050 E1 Cajon, LLC Amcal Andalucia Fund L.P. AMCAL Argyle Fund, LP AMCAL Avenida Fund, L.P. AMCAL Broadway Fund, L.P. Amcal Brookfield Place Fund L.P. AMCAL Casa Bella Fund, L.P. AMCAL Casa de Angeles Fund, L.P. AMCAL Casa Figueroa Fund, L.P. AMCAL Casa Grande Fund L.P. AMCAL Casa La Paz Fund, L.P. AMCAL Casablanca Fund XXXX,L.P. AMCAL Castellar Fund, L.P. AMCAL Cielo Azul Fund, L.P, AMCAL Communities Inc. Amcal Cordova Fund LP AMCAL Country Park Villas Fund XXXIII, LP AMCAL Enterprises, Inc. AMCAL Equities, LL,C AMCAL Flores Del Valle Fund, L.P. AMCAL Hollenbeck Fund, LP AMCAL Homes Inc, AMCAL Investments Fund L.P. ACORD 101 (2008101) @2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT CERT NO.: 20626355 CLI£NP CODE; AY.CALCEN Angela Lin 6/24/2014 9:56:26 AM (PDT) Paga 2 of 7 CERTHOLDER COPY SC P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 07-08-2014 CITY OF HUNTINGTON BEACH SC OCEANA APARTMENTS 2000 MAIN ST HUNTINGTON BEACH CA 92648-2702 GROUP: 000041 POLICY NUMBER: 0508888-2013 CERTIFICATE ID: 151 CERTIFICATE EXPIRES: 10-01-2014 f0-01-2013/10-01-20t4 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1600 - VAT, PERCIVAL PRESIDENT - EXCLUDED. ENDORSEMENT #1600 - VAZ, LUXMI SECRETARY -TREASURER - EXCLUDED. ENDORSEMENT #2085 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-01-2013 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER AMCAL GENERAL CONTRACTORS, INC SC 30141 AGOURA RD STE 100 AGOURA HILLS CA 91301 [TYG, CSj IReV.1-20121 PRINTED : 07-08-2014 POLICYHOLDER COPY SC P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 07-08-2014 CITY OF HUNTINGTON BEACH SC OCEANA APARTMENTS 2000 MAIN ST HUNTINGTON BEACH CA 92848-2702 GROUP: 000041 POLICY NUMBER: 0506886-2013 CERTIFICATE ID: 1511 CERTIFICATE EXPIRES: 10-01-2014 10-01-2013110-01-2014 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to Its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any Contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy, Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1600 - VAZ, PERCIVAL PRESIDENT - EXCLUDED. ENDORSEMENT N1600 - VAZ, LUXMI SECRETARY -TREASURER - EXCLUDED. ENDORSEMENT #2085 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-01-2013 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER AMCAL GENERAL CONTRACTORS, INC SC 30141 AGOURA RD STE 100. AGOURA HILLS CA 91301 [fYG,CS] (REV.1.2012) PRINTED : 07-08-2014 AC RO ®® L----- AGENCY CUSTOMER ID: AMCALGEN LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY SullivanCurtisMonroe Insurance Services NAMEDINSURED Amcal General Contractors, Inc. 30141 Agoura Road. #100 Agoura Hills CA 91301 POLICY NUMaER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Llablllly (01/14 CERTIFICATE HOLDER: Clty of Huntington Beach, its officers, elected or appolnted officials, employees, agents ADDRESS: P.O. Box 190 2000 Main Street Huntington Beach CA 92648 Named Insured, Continued... Amcal Las Brisas Fund, L.P. AMCAL Las Terrazas Fund, LP AMCAL Linda Vista, L.P. AMCAL Los Vientos Fund, LP AMCAL MacArthur Fund, L.P. AMCAL Management, Inc. AMCAL Maywood Villas Fund, L.P. AMCAL Mercado Fund, L.P. Amcal Mirandela Fund LP AMCAL Mission Fund, L.P. AMCAL Montecito Fund LP AMCAL Montecito Terrace Fund LP AMCAL Mosaic Fund, L.P. AMCAL Multi - Housing, Inc. AMCAL Park Place Fund, L.P. AMCAL Portofino Villas Fund, L.P. AMCAL Pujol Fund, L.P. AMCAL Regency Fund LP Amcal Royale Fund L.P. AMCAL Sandstone Fund, L.P. AMCAL Santa Barbara Fund, XXXVI Amcal Santa Fe Fund L.P. AMCAL Serena Fund, L.P. AMCAL Serenity Fund, L.P. Amcal Summer Hill Fund LP ArOPrz 1111 12nnFumi © 2008 ACORD CORPORATION. All flahts reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT CERT NO.: 20626355 CLILM CODE: AMCALG£li Angela Lin 6/24/2014 4:56:26 AM (PDT) Page 3 of 7 AGENCY CUSTOMER ID: AMCALGEN LOC #: ACW®® ADDITIONAL REMARKS SCHEDULE Page of AGENCY SullivanCurtisMonroe Insurance Services NAMEDINSUREO Amcal General Contractors, Inc. 30141 Agoura Road. #100 Agoura Hills CA 91301 POLICYNUMBER CARRIER NAfC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability 01/14 CERTIFICATE HOLDER: City of Huntington Beach, its officers, elected or appointed officials, employees, agents ADDRESS: P.O. Box 190 2000 Main Street Hunlinaton Beach CA 92648 Named Insured, Continued... AMCAL Sunrise Fund, LP AMCAL Terracina Fund, LP AMCAL Tesoro Del Valle Fund, L.P. AMCAL Urban Village, LLC AMCAL Valle Del Sol Fund, LP Amcal Villa Escondido Fund, L.P. AMCAL Villa Esperanza Fund, L.P. AMCAL Villas Las Americas Fund, L.P. AMCAL, Wood Ranch Children's Center AMCAL Wood Ranch Fund XXXVII AMTEX Construction LLC AMTEX Development LLC AMTEX Multi -Housing, LLC AT Villages at Cypress, LP Camino AL Oro Fund, L.P. Palmdale R40 Sommerset Place, L.P. Temple Villas, L.P. AMCAL Alegre Fund, L.P. Alegre GP, LLC AMCAL Multi -Housing Two, LLC AMCAL Oceana Fund, L.P. AT Justin GP, LLC AMCAL Verano Fund, L.P. AMCAL Monterey Bay Manager, LLC AMCAL Pacific Pointe Fund, L.P. Sycamore Station Fund, LLC ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT CERT NO.: 20626355 CLIENT CODE: AY.CALGEN Angela Lin 6/24/2014 9-56:26 AM (PDT) Page 4 of 7 6/24/2014 Amcal General Contractors, Inc. Policy Number. MGLO180754 Mt, Hawley Insurance Company THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM C) Th)s endorsement modules insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART (If no entry appears below, information required to complete (his endorsement will be shown In the Declarations as appli- cable to this endorsement.) WHO IS AN INSURED (Section 11) is amended to include as an insured the person or organization shown in the Sched- ule, but only with respect to liability arising out of "your worts" for that insured by or for you. To the extent required under contract, this policy will apply as primary insurance to additional insureds scheduled belovr and other insurance which may be available to such additional insureds will be non-contributory, Section IV,, Condition 4., of this policy is amended accordingly. SCHEDULE Name of Person or Organization; City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED, CGL 216 (04198) Page 1 of 1 CE2T No— 20626355 CLIEKP CODS: ANCALGEN Angela Lin 6/24/2014 9:56:26 AM (PDT) Page 5 of 7 Amcal General Contractors, Inc. 6/24/2014 POLICY NUMBER: MGLo180754 COMMERCIAL GENERAL LIABILITY CG 20 12 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURE® - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: City of Huntington Beach, its officers, elected or appointed officials, employees, agents Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I A. Section II — Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 12 04 13 2. This insurance does not apply to: a. "Bodily injury', "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products -completed operations hazard". B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Q Insurance Services Office, Inc., 2012 Page 1 of 1 MT NO.: 20626355 CLILRT CODE: AXCALGEN Angela Lin 6/24/2014 9:56,26 AM (PDT) Page 6 of 7 6/24/2014 Amcal General Contractors, Inc. POLICY NUMBER; MGLO180754 This endorsement modifies Insurance provided under the following; COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 COMMERCIAL GENERAL LIABILITY COVERAGE PART - PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above will be shown In the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown In the Schedule above because of payments we make for Injury or damage arising out of your ongoing operations or "your work" done under a contract with that person br organization and included In the "products - completed operations hazard'. This waiver applies only to the person or organization shown in -the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc„ 2008 Page 1 of 1 ❑ CERT NO.: 20626355 CLIENT CODE; AKCALGE?t Angela Lin 6/24/2014 9:56:26 AM (PUT) Page 7 of 7 Esparza, Patty From: DeBow, Debbie Sent: Tuesday, July 15, 2014 9:30 AM To: Bogart, Steve Cc: Ohl, Dan; Wapner, Kirsty; Esparza, Patty; Milani, Bob Subject: Beachwalk (Beach & Ocean) Since the developer has NOT changed (and is therefore still identified accurately in the agreement) and only the name of the developmenthas apparently changed (from "Beachwalk" to `Beach & Ocean"), we will change the RCA to reflect the new name of the development, as requested by Ken Domer. The Agreement itself does NOT need to change, as it does NOT specifically mention the name of the development. The development (property) is not identified in the Agreement by "name" but rather by plat and legal description, which has notchanged. Thanks, Debbie From: Kirsty Greer [mailto:kgreerC�udr.com] Sent: Tuesday, July 15, 2014 9:04 AM To: DeBow, Debbie Cc: Aaron Austin; Don MacKenzie; Milani, Bob Subject: RE: Landscape Maintenance Agreement - Yes, Debbie. The owner entity is still BCO Beachwalk LLC. THANKS, KIRSTY (o) 720.348.7605 (m) 347.404.2082 From: DeBow, Debbie [mailto:ddebow@surfcity-hb.org] Sent: Tuesday, July 15, 2014 9:51 AM To: Kirsty Greer Cc: Aaron Austin; Don MacKenzie; Milani, Bob Subject: RE: Landscape Maintenance Agreement - Kirsty, Thank you for your assistance. Quick question. It is our understanding that the name of the actual development is now Beach & Ocean. The agreement is between the City and DCO Beachwalk LLC. Is that still appropriate? Thanks, 1 City ®f Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 ® www.huntingtonbeachca.gov ®Vice of the City Clerk Joan L. Flynn, City Clerk August 25, 2014 California Department of Transportation Division of Maintenance Office of Maintenance Engineering Attn: Agreement Coordinator 3347 Michelson Drive, Suite 100 Irvine, CA 92612 To Whom It May Concern: Enclosed for your records are four duplicate originals of "Landscape Maintenance Agreement Within State Highway Right Of Way On Route 39 Within The City Of Huntington Beach." for four recent developments on Beach Boulevard (Beach & Ocean, Elan, Hoag and Oceana). Sincerely, JF:pe Enclosures Sister Cities: Anjo, Japan A Waitakere, New Zealand