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Sunset Beach Services - Increased Beach Maintenance, Marine
y �; Council/Agency Meeting Held:, 3 Deferred/Continued to: Appr ed ❑ Condition ionalI Ap rove ❑ Denied C CI 3s Si ature Council Meeting Date: October 3, 2011 Department ID Number: CS-11-021 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Paul Emery, Deputy City Manager/Interim Community Services Director SUBJECT: Increase Beach Maintenance, Marine Safety, and Public Works FY 11-12 appropriations for delivery of Sunset Beach services per the Pre-Annexation Agreement by and between the City of Huntington Beach and the County of Orange. Statement of Issue: On October 1, 2011, the City began providing Beach Maintenance, Marine Safety and Public Works services to the residents of Sunset Beach. The recently adopted FY 11112 budget did not include appropriations for these services. There is a need to recognize revenue and increase appropriations in order to have sufficient funds to provide services. Financial Impact: Funds in the amount of$481,740 in the General Fund, (offset by the increased transfer of$21,740 from the Gas Tax Fund, for a net impact to the General Fund of$460,000), and $6,000 in the Traffic Congestion Relief Fund will be appropriated for expenditure. The Gas Tax Fund will have a net appropriation of$21,740 that will be transferred to the General Fund. Offsetting revenues will be realized via payment from the County of Orange per the Pre-Annexation Agreement and receipt of additional Gas Tax Funds and Traffic Congestion Relief Funds as a result of the annexation. Recommended Action: Motion to: A) Approve the appropriation of Beach Maintenance and Marine Safety funds in the FY 11/12 budget as follows: Beach Maintenance (10045206), $69,000.00; Marine Safety (10045207), $250,000.00; and B) Approve the appropriation of funding for Public Works services in the FY 11/12 budget as follows: Landscape Maintenance (10085602), $111,000.00; Street Sweeping (10085415), $6,000.00; Street Tree Maintenance (10085621), $5,000.00; Building & Grounds Maintenance (10085402.64620), $10,000.00; Storm Drain Maintenance (10085501), $15,000.00; Street Light Operation & Maintenance (10040101), $15,740.00; and, Item 8. - 1 HB -144- REQUEST FOR COUNCIL ACTION MEETING DATE: 10/3/2011 DEPARTMENT ID NUMBER: CS-11-021 C) Approve the appropriation of$6,000.00 in the FY 11/12 Traffic Congestion Relief Fund budget for traffic signal operation and maintenance (21985201); and, D) Approve the additional appropriation of$21,740.00 in the Gas Tax Fund (207) account 20785999.88210.100 for transfer to General Fund; and, E) Recognize an additional $460,000 in General Fund Revenue, $21,740 in Gas Tax Revenue and $6,000 in Traffic Congestion Relief Revenue. Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: On October 1, 2011, the city began providing Beach Maintenance, Marine Safety and Public Works services to the residents of Sunset Beach. Per the Assignment, Novation, and Consent Agreement (# OCP10-033), the contract for ocean lifeguard services between the County of Orange and U.S. Ocean Safety, Inc. (#MA- 012-11010397) was transferred to the City of Huntington Beach. The City will also be receiving the sum of$500,000.00 to cover the costs associated with this transfer per the pre- Annexation Agreement by and between the City of Huntington Beach and the County of Orange. Currently, the City has invoiced OC Parks in the amount of $500,000.00. Payment is anticipated to be received within 90 days. It should be noted that while the full $500,000.00 will be received in FY 11/12, the amount actually represents two years of contracted ocean lifeguarding service. Since the newly adopted FY 11/12 budget did not include any appropriations for Beach Maintenance, Marine Safety, or Public Works services, staff is requesting that the following appropriations be approved. Beach Maintenance: Beach Maintenance is requesting an additional $69,000.00 in FY 11-12 appropriations. These funds are for temporary staffing costs associated with emptying trash cans, cleaning trash from ice plant, sweeping sand from walkways, maintaining three small inland beaches, as well as overtime associated with storm clean-up and emergency operations. The amount also covers expenditures associated with signage and small equipment repairs, general supplies, and sand replenishment. Marine Safety: Marine Safety is requesting an additional $250,000.00 in FY 11/12 contract services. This is the annual contract amount for the provision of lifeguard services by U.S. Ocean Safety, Inc. that was originally negotiated by the County and assigned to the City as part of the Pre- Annexation Agreement. xB -145- Item 8. - 2 REQUEST FOR COUNCIL ACTION MEETING DATE: 10/3/2011 DEPARTMENT ID NUMBER: CS-11-021 Public Works: Public Works is requesting $162,740.00 in General Fund FY 11-12 appropriations and $6,000.00 in FY 11/12 Traffic Congestion Relief Fund appropriations. Additional services to be provided include: adding 3.5 acres of landscape to the City's maintenance contract, cleaning 5 beach restroom facilities, sweeping 16 additional curb miles of streets, adding 348 public right-of-way trees to the City's maintenance contract, graffiti removal services, emergency storm response and/or patrol, including the regular maintenance of sand separators in beach shower drains, as well as electricity and maintenance associated with traffic signal operation. Overall the City is anticipating an increase in revenues from multiple sources including sales tax, property tax, transient occupancy tax, franchise fees and utility users tax not being appropriated. It was estimated that the net surplus of funds of would be approximately $440,000. Environmental Status: N/A Strategic Plan Goal: Maintain financial viability and our reserves Attachment(s): o Deterl f0h 1 Assignment, Novation and Consent Agreement No. OCP10-033 — Sunset Beach (Ocean Lifeguard Services). 2 County of Orange Contract #MA-012-11010397 for Ocean Lifeguard Services. Item 8. - 3 HB -146- ATTACHMENT # 1 Agreement No. OCP10-033 Sunset Beach (Ocean Lifeguard Services) ASSIGNMENT, NOVATION AND CONSENT AGREEMENT THIS ASSIGNMENT, NOVATION AND CONSENT AGREEMENT ("Agreement=') is. made as of the 2L day of 2011, by-and anion* the City of Huntington, Beach, a municipal corporation, ereinafter referred..to as "CITY"); the County of Orange, a political subdivision of the State of California, (hereinafter referred to as "COUNTY''), and US Ocean Safety; Inc., a California corporation, (hereinafter referred to at:("USOS"): The CITY; COUNTY and USOS are sometimes referred to herein-individually as a "Party" or-collectively as the"Parties". RECITALS' WHEREAS, on November 23, 2010;, CITY and COUNTY entered into that certain agreement entitled PRE-ANNEXATION AGREEMENT BY, AND BETWEEN THE .CITY OP HUNTINGTON BEACH AND THE COUNTY OF ORANGE ("Pre-Annexation Agreement") to; annex the unincorporated territory referred to as the community of Sunset Beach into CITY; and WHEREAS, COUNTY and USOS .entered into Contract .#MA-012-1141.039.7 (the "Contract")for Ocean Lifeguard Services at.Sunset Beach,effective January 1,,2011; and WHEREAS, the Pre-Annexation Agreement providesfor the COUNTY to assign and for the CITY to accept COUNTY's Contract'for.0cean Lifeguard Services at Sunset Beach;and- WHEREAS, the Parties: desire,to substitute CITY in place of COUNTY with respect to,- the Contract; NOW, THEREFORE, in consideration of promises hereto and'the mutual covenants, and agreements set forth herein, the Parties agree as follows:, 1., COUNTY does'hereby assign, transfer, and convey to CITY as of O d U Ili er" I (the "-Effective Date") all of COUNTY's title; right, obligations, and interest in, to and under the + ontract. 2. CITY hereby accepts such assignment of the Contract as of the Effective Date, and agrees. to'assume all of COUNTY's duties and obligations in; to and under the-Contract from` and after the Effective Date. 3. USOS acknowledges the substitution and novation of CITY in place and instead of COUNTY from and after the Effective Date. 4. Pursuant to the Pre-Annexation Agreement, COUNTY shall provide funding to the CITY in an amount equal to two (2) years of funding for the Contract. Upon execution .of this Agreement.. CITY shall submit an invoice to COUNTY for the two {2) years of funding and COUNTY shall pay said invoice within ninety (90)days of submittal. 1 Item 8. - 5 Hs -148- 1 5. Except as provided for in .the Pre-Annexation Agreement; CITY agrees to fully"release COUNTY from any,and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. CiTY'agrees to defend and indemnify COUNTY from.,any and all claims, actions,judgments, liabilities; proceedings. and costs, 'including reasonable attorneys' fees and other costs of defense and: damages, resulting from anti related to the Contract from and ;after the Effective Date. , COUNTY agrees to defend and indemnify CITY from.,any and all claims, actions,judgments; liabilities, -proceedings and costs, in6l6aing reasonable aftomeys, fees;.resulting from and; related to COUNTY's performance under the Contract anct subject to the terms of the Contract"prior to the Effective Date; 8. This Agreement constitutes the entire.agreement concerning)the„assignment between the` Parties and it may not be modified, altered or amended other than in writing executed by the. party sought to be charged thereby. 9. This Agreement may be executed, in, counterparts, and 'in such event, the counterpart signatures shall be assembled and-shall_together.constitute a complete agreement: /f 2 HB -149- Item 8. - 6 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. CITY ATTORNEY CITY City of Huntington Beach City of Huntington Beach,a municipal B . �..� �� � corporatio ` r Da e I I D' Y � C) g ; `tY Freft . is ri, City Manager 1. ATTEST: , jban'F1'nn, City Jerk, APPROVED AS TO FORM: COUNTY County Counsel , r County_ of Orange; a political subdivision cif the Satf alifornia By: [late 12'(C 'ICE - Mark.Denny, Director, OC Parks Pursuant to Orange County Board. of Supervisors Minute Order dated NAVe ,1 2010 USOS US Ocean Safety, Inc., a California. corporation 3 Item 8. - 7 HB -1 s0- ATTACHMENT #2 iin -151- Item 8. - 8 • CONTRACT #MA-012-110.10397 FOR OCEAN LIFEGUARD SERVICES Item 8. - 9 xB -1 s2- CONTRACT#MA-012-11010397 Table ofCcmtents .. ............ .... ............... ......, .... .. ........ Rpc,itals... • ....................................... ..... .. ... .4 ARTICLES GENERAL.TIFRMS AND CONDITIONS A. Governing La,.VAnd Venue ..................................... .•.. ....... 4 B'. Entire Contraci .... .. . ... .4 C: Ameiidinents........................... ..............................a .....,.. ...... :4 D. Takes.;, 4 E. Delivery ... . .. .. .4' F. Acceptanc&/Payment. ............................................................... .. .................... 5 G. Warranty 14. PatetitlCopyriglit Materiais./Praprietary.Infringement........................ .5, I. Assignment or Sub-Contracting. ..... .. .. ... .5 J. Non-l7iscrinii9iation.... ......... ........................................... .. ....... ..... . ............................5. K. Termination..., ....... 5 L. Consent to Breaeh~Not Waiver. ... .... .. . , ...................... .5. M. Remedies Not Exclusive... ..................... . ........... ........ N. Independent.Cnntracinr..........;;.;........ .................. .... fi ( : .Perfon»ance .... 6 P h de tnnification and Insurance. . _ ...,. , . ... 6 C1. Bills and Liens,....:;.;. , ..,;...................................................................... ........................S -R. Changes ......, g. ...... ..,. ....... ............................................. S. Change of Ownership................................... ..... T. Force Majeure..... ................. . .. ........•.... ...... .......•....... . _.......................,,......................... 1 U. Cc►nfidentility 9 V. Compliance With Lars . ... .. • •• . . .9 W, Freight(RO.B. Destination) .................. ......,..,..... , ,9 X. prici►ig. ........ ....... ........ .9 Y. Waiver of,lury Trial........ T. Terms and ClOnditions .... . •• .... .... •• ....t3 A/1.Headings........ ........... .... .................... ,.... ............ ... ...,.,., ....... ......... . ...........9 BB._Severabihly: .......... CC.Calendar Days............ ...................................................... ....9 ISO:Attorney Fees. ............................................... ....... ....... .............................................. LE. Interpretation. ............. 9 FF. Authority`. ..., ... ..., . ..... _ ..... .............................. .. vo GG. Employee Eligibility:Verificatioii...-...........-....... ... .......................................•.,.......,.,,. 10. ADDITIONAL TERMS AND CONDITIONS I. Scope_ of Contract...... ........................ ............. ......... .. . •. 1(1 2. Term of Contract............................ ................................. ................................................. 10 3. Contingency or Funds............ .......................................:.............:....................10 4, Fiscal Appropriations..........................................,,.........................,,........,........,..,;....,............. 10 5. Adjustments-Scope of Wort ........ .............. ....................... .... . .'I_ C;aintty 00rd i& C6akad r#,1 M-0I 241010397 Pitge 2 of 33 of C: utmunit}kemirces-OC"Turks xB -153- Item 8. - 10 6. Amendments—Changes/Extra Work".....,...... ,..........................................I......................,. 11 7. Breach of Contract.............................................:........................................:::............................ I 1 8: Contractor Change in O�yiaers}iip............... .............................. ::...........:.......::.......:. ........ I I 9. Qpnditions Affecting Work... ......... ....... .............................. .......... ....... ] 1 10. Conflict of Interest—Contractor's Personnel................................ ....... . Ll Il: Conflict of Interest—County Personnel.........:............................... ........ ........ . ..................1 1 12. Contractor Personnel—Reference Checks..,....... ;.....:......... ::..:;: :....:, 11 13. Contractor's Project-.Manager and Key Personnel............. ......... ..................... .,... 12 14. Contractor's Records:....:..:.... ..:::..::..............:...................: .......s.......................:. ....:..:..........12 15. County Of Orange Child Support E"nforcenient(Within"fen`(I:0)Days Of Notification Of Selection For Award Of Contract); ................................................ ......... .I....,:. 12 16. Data,-Title.To...........:........:....................... ..................... 12. 11. Disputes—Contract. ........ ..................................................,...................... 13, 18. EDD Independent Contractor Reporting Requirements::..: ..b... ......... 13 19. Entire Contract ......... ....... .................... . ................... ........ .14 20. Gratuities......... ......... ......... ......... . ................... ......... ............................—... ...... 14 21. News/Information Release.......... .... ................................................... 14 22. Notices.......................t ........................................... . 14 23. Ownership of Documents................... .................... ......... ............. ................. ........ ........15 24; Precedence:,., ......... .............................. ...................................... ..............15 .. 25. Project Manager,County ................................................... ......... ....::: : ,.: .. . ....... ......:1 26. R. eports/Meetings..........................."............................ . ...•15 27, Termination Orderly, ............................I................I.............:...............::..:........... ... ....:;:-15 28. Publication: . ...................... 15 29. Errors and Omissions. .. .. .. lb 30: Cooperative Agreement........ ...... ............................ ..... ..... 16. 3.1. Assigiimenthy Comity .:: :.......::::16" ContractSignature Page.................................................................................................. . . .. 1:7 AT, /EXHIBITS Attaclimeht A—Scope of Work .... .....................................................I.......I................. ........ 18. Attachment B—Compensation/Payment............ ......... .... .22 AttachmentC— Price Schedule.... ...::..:....:.................................................... ........ . .. ...... ......24 Attachment D—Staffing Plaii...................... AttachmeiitE Deployment Schedule...............................:.......... :,:27 Exhibit A—Map of County Beach .......................................... 30' Exhibit B---County of Orange Child Support,Enforcement Certification....... ........t .............,_.:3:1; Cougr of Orange Contract 01,1-01 2-t M16397 Page 3 aj 33 Of"Continunity Resources-7 C Parks Item 8. - 11 HB -154- CONTRACT#MA-012-11010397 This Agreement, 116reinaf f.referred to as'"Contract" is made' and entered into as of the date fully executed by, and ,between 'the- County of C3range, a political subdivision ;of the. State of California; hereinafter referred to'.as `County," and US Ocean,Sarety,.Ine., iVith a place of business,at 3.4241 Pacific- Coast Highway; Suite 106, Dana' Point; CA 92629 hereinafter referred to as "Contractor;" with County and,Contractor soil' times referred.to as"Party",:ar collectivelyas"Parties," RECITALS WHEREAS; Contractor responded to a Request for Proposal: ("R1_P'') for Ocean Lifeguard Services for the Coitnty;and WHEREAS, the C.oiitlactor'responded and represented that its:proposed services shall meet or exceed tlle,i•equ,iremo1nis and sPecifcations of the RFP; and. WHEREAS the CounB t~ty " p i ivas A,ent ciz~ his designee,t enter into a;Coiltract for t7cean::Lifgguarci Services for SunsetBeac k with the Contractor_ NO!WicTHEREFC?RE, the'Parties intitually agree as follows: A.RT-ICLES General Terms ant&Conditions' A-. Governing Litiv "arid Venue.. This Contract; l as �bccn negotiated and executed hi tie state of California and-shall.:be.governed by and.coilstriied;finder the lass.vf'the state of California: in ,the,event of any, legal action to;enforce or interpret this Contract,the sole and exclusive-;yeiuie shall be a court of-competent jurisdiction located:in Orange Comity, California; acid the parties Hereto.agree`to and do hereby s ibntit"to the,jurisdiction of such court. n6tWithst'a116n9 C'6de of Civil Procedure Sectioii 39:44., Furthermore; the parties specifically,,4gree to %valve any and all nights to request that'an action'be'_tiansferred for trial to another County.; B: .Ent re:.Contract: This CcinCract, ncltidiEig;Attaehments.A, B. Ci 17,'and E ,and, Exhibiits'A„and B. tv1kh are attkiied'llereto an hi,corporated`-:herein by this referenc@, ivlho"accepted by the Contractor eiilier iir writing, or::by the, shipment; of any article or tither coinmencenient of Performance hereunder, ;co itaiizs the entire Contract between the parties ,with,,respect to,the batters Herein,and tliere'are:iio i=estrictioiis proniises,.warraiities or a idciiakiiigs'other than;those set forth herein or:referral t6 hcrcin: N6 exccptions,;altcrttatives;, substitutes or'i`evisions.are yalid or binding on C-otinty tin less authorized by'County in yvriting., Electronic acceptance -of aiiy additional terms, conditions or -supplemental Contracts by any County eniployee oi- agent; including brit"not limited to installers ofsoftivarea shall not be:ialid or bildingo►rCoiinty tiilless accepted in wiitiug by County'-s Kirchasing Agent car his desigilce hereinafter "Pttrcbasing Agent." C'. Amendments: No alteration or,variation of the terms oft his.Contractshall,be valid unless.made iil`writing and sighed by the parties ,no:oral understanding or agreenient'not,incorporated herein shall be.bindin oil either of the parttcs and no exceptions; alternatives, substitutes or revisions are validor binding on Cotinty unless.auiltorized by County invi-iiing. D.'li'axes Unless otherwise p iiv ided herein or by la v, 'price quoted tloi , riot. include "California statesales or use tax. E. Delivery; Time of delively of services is of the essence,ill this Contract. Co'Uitty reSerVes the. right to refuse any>services aitd-to cancel all or any part of the descriptions or services that.do.not Count of Orange 1010397 gage 4' t 33' OC Coinhho o-,Resour s-OC PaAs Hs -155- Item 8. - 12 conform to the prescribed statement of work. ©elivery shall.not be.deenled,to be complete until all services have actcially been receive&and.accepted in writing by Cotinty. F. Acceptance/Payment- Unless.other�vise agreed to in writing by:the County, 1) acceptance shall not be deemed coinplete'uiiless'in writing and until all the services have actually been received.to the satisfaction of County;acid'2)payment,shall be made in arrears afier satisfactory acceptance. G: Warranty Contractor expressly warrants that tile:services covered by this`Coiitract.are'fit for the particular.purpose for which they are intended. Acceptance of.this order shall constitute All .agreement upon Contractor's part to indemnify, defend and hold County and its'indemnities as identified in paragraph "P" below, and'as more fully described in paragraph "P", harmless-from' Liability,,loss;.damage,and expense;`inchiding reasonable counsel fees; i►icui red,or sustained by bounty by reason of the failure- of the .services. to conform to such warranties fault}r work performance; negligent or uinlaw611 acts; and non-ecimpliarice %kith any applicable;state or federal codes, Ordinances,,Orders,of statutes, including tiie Occupation-a afety and-Health Act(OSHA} and the California lridu,strial Safety,Act. Such-remedies-shall be in-addition-,to aiiy other�reiiiedie-s, provided by law. H. Patent/Copyright i1'Iaterials/Fi-oprietary Infringement: Unless otherwise.expressly provided in thisCnntract,Contractor shall be:.solely resporisilile.for`clearing the right to use anypatented.or" copyrighted'inaterials in the performance of this.Contract. Contractor warrants that any.aoftwarc -as modified through services provided hereunder will not _infringe upon or violate any patent, proprietary right;:or trade secret right-of any third party-. Contractor agrees that,:in accordance: with the more specific reclUirenieiit contaiiied in paragraph "P"-beloiv; it'shall indeinnify, defend .and_ hold County and County Indemnities harniless froiii airy and all. such claims' and be .responsible for payment.of'all.costs; damages, penalties and:expenses related_.to or arising,froin inch claini(s);including; brit not..limited.to;attorney's fees,.costs and expenses.. I. Assignment or Sub=Contracting: The terms, c"ovenants, and conditions contained herein shall, apply to and bind the heirs, successors, execut&s', administrators' and assigns`-of'the parties. Furthermore, neither tlie.perforinance;of this Contract nor any portion thereof:rnay be assi"fined, or sub-contracted,by Contractor without.the express, written consent of.County. Any attempt by Contractor to assign or "sub-contract the performance. or any .portion tliei-eof of'this;C.arntract, Nvithoutthe;express Written consent of Couiit}�shall be:i ivalid:aild shall constitute a breach of this Contract: J.. NonA scrimination; firthe performance of this Contract; Contractor agrees that it xvill comply with the requirements of Section 1735::of the California Labor Code!and not engage nor permit Any subcontractors>to engage in 'discriniination in eiriployinent' of persons because:of the race;. religions creed, color, national origin, ancestry; physical .disability,: mental;disability; medical condition, marital status;or sex-of such persons. Contractor ackiiowledges:that a violat ion,of this provision shall subject Contractor to all the penalties"unposed for a violation of-Section 17,26_et. sect.of the California Labor Code. K. Termination: In addition to Any other remedies or-rights it may have by laiv- County has the right to teaaiiinate;this.Contract ivithUu.t penalty immediate]y.�vith cause or after 30,days"written. ciotice without cause, unless otherwise specified, Cause shall .be:defined.` as any breach of Contract; any inisre"pre sentation or fraud on the part of the Contractor:. Exercise by County of its ,right to terminate the-.Contract shall relieve County of all'further obligations. L- Consent to:Breach.Not:Waiver: No'terni or provision of this Contract shall be deemed waived` and no breach excused, unless such waiver or consent shall be in writing avid signed bythe party claimed to(nave waived or consented. Any consent byany party to, or waiverof, a breach by the other; whether express or Implied; shall not constitute consent to, waiver of, or excuse far any other different or stibsequent breach. £'ount}f of Orange Contract 41,3M-(W-1101W 97 Fug,5 aj33 l7t 'rmiinr»iity;Resourm-o .Ya,•ks Item 8. - 13 HB -1.56- M.Remedies Not Exclusive: The:,remedies for breach set forth in thiss Contract are cumulative as to one another and as to any other provided by lawn rather than exclusiv&i and the expression:of certain remedies,in;this Contract does,not precludo resort by. either party to any other remedies provided by law. N. Iudependoit Contraetoir: Contractor shall,be_conWered an independetit Contractor and neither Contractor nor its:employees; nor anyone working under Contractor shall be considered an;agent or an employee of County. Neither Contractor nor its employees; nor anyone working_under Contractor shall qualify for workers' compensation or other frini e benefits of any' kind through County. 0. Performance: Contractor shall'perforin all iv,ork"birder this Contract,;taknig necessary steps and precautions to perform the work,to County's satisfaction. Contractor shall be,responsible for the professional quality, technical assurance, timely cortipleritaE} and, coordination of all docuntei tatioii and,btfiei services ft►rnishcd lay.-tfie Coiitractiir under;this. Can ct Contractor• shall perform all work diiigeiiily,carefully;and in a good;and woikMan-like manner;shall funii1h all l;jbor; supervision; in 'hinery,.equipn ent, iilaterials; and Supplies necessary therefore; shall:at its sole expense obtain aiid maintain all permit& and :licenses required by' public authorities; inc Biding tlriise of Co.rnrt required inns goverrirricn#al ca}iacity; rn corinectton wif#r-,perforniance of the work; arid; if permitted to subcontract. shall be fully responsible.for all }vork:performed by sub-contractors. P. Indemnification,and Insurance Indemnification Provision Contractor agr ,ees to.indeninifjr, defend:with counsel-approved`.in writing by County, aiid-hold: County, its elected end appointed officials, officers; employees, agents and those special districts and agencies:which- COUNTY'S Board of Supervisors'acts as the governing"Board ("County tndemnitees') harmless:f in air} elaiins, demands or,liability of any kind or nature; including,,but,not limited to personal injury or property damage, arising°from or related to the. services, pmduets or other per-forrnarice provided by Contractor pursuant to this Contract if judgment is,entered Against Contractor and Comity by a courtbfconipeterit jttrisdiction-because' of the concurrent active negligence of County or Cotntty lndemnite , .Contractor:and.County agree that-liability will be apportioned as determined by the:eourt: Neither p shall'.rcggest a. jury apportionir►erit Insu raace.l'royisions Prior,to the provision of services under this:contract, the.co' n1ractor agrees:-to purchase' all. required insurance at corif`ractrr'"s ex{iense and to, deposit with the Corurty Certificates of Insurance, i t}cludSt�g,all endors ntents ier aired'lterci ja necessary, tc satisfy the,County,that the insurance provisions of this contract have, been complied with and to keep suchL insurance coNicrage and the certificates`ther fore on ddposit,.with the County,during tlre.entire.term=of this contract. In addition, all'subcontractors perforrrring work;on behalf of contractor-pursuant to this contract shall obtain insurance subject to the spine terms and conditions asset forth"Herein for contractor: All.insurance policies required by this contract shall 'declare any deductible.or self insured retention.(SIR)in wi Amount in excess cif 25,000($5,000 Wauton obile;;l#ability),which shall specifically be approved by the County Executive Office (CEO)4Office„cif Risk. Management. Contractor shall be responsible for reimbursement of any deductible to the insurer. Any self insured retentions(SIRs)oe'deductibles shall be clearly stated on the Certificate of Insurance. If the contractor fails to maintain insurance acceptable to the County.for the full term of this contract,:the County may terminate this contr-act. County of Orange C'ontraci 101,0397 8ge6of33 Or C oninni nity^ esdttrces-OC 14rks xB -15 7- Item 8. - 14 Qualified Insurer Tile policy or policies of insurance must beJssued by an insurer licensed-to do'busiriess ill the state of California(California Admitted Carrier). Minimum insurance company ratings as determined by.the most'current edition of the Bcst's Key. Rating Guidell'`ronerty-Casualtv/United State& or arribest.orri shall be A- (Secure. Best's Rating):and`VIll (Financial Size..Category), If the carrier is a non-admitted carrier -in the state of California, CEO/Office of Risk Management retains the right to appro.Nfe or reject carrier after a review of the company's„ performance and financial ratings. The policy or policies of insurance maintained by tlie.:Con,tactor. shall provide:tlte In III imtttt11. limits and coverage_as set forth below: Coves a Minimum.Litiiiits Commercial, General Liability with broad form property damage and contractual $5;000,0.00 comfiirYed single` ltr it per liability occurre11ce;-.$5,000,000-aggregate Automobile Liability including,coverage for $5,000;0.00. combined -single limit per owned, non-owned;.and hired:vehicles occurrence: Workers'Compensation Statutory Employers' Liability Insurance, $1,000,000 per-occurrence; 'The County of Orange;sliall-be added:asanadditional insured`on all in§urance policies required; by this contract with reslicet to work done by the contractor wider the terms rof this contract (except Workers' Cbnhpensation/Employers' Liability), An additional. insured :endoisernent evidencing that the County of.Orange is Anadditibnal insured shall'accoijlpany the Certificate of Insurance. All insurance policies required by-this contract;shall be primary insurancc;.and any insurance maintained by the County of'Orange shall be excess and non=contributing with,insuranice, provided by these policies: Ail endorsei' nt evidencing that.the contractor's insurance is, primary and non-contributing;shall spe6fi ally-nccoinpa»y ti 6 Certificate,of lnsurance for,the- Commercial.General Liability. Al] insurance policies required by this contract shall,give the County ofOrange`30 days;notim, in the event cif cancellation. Thin shall be evidenced by an endorsement separate from the Certificate.of Insurance. Ili addition, the cancellation clause must-Include language as-#chows-,,. which edits,the.pre-printed ACORD:certificate- SHOULD ANY OF` THE ABOVE DESCRIBED POLICIES BE _CANCELLED` BEFORE THE EXPIRATION DATE THEREOF; THE ISSUING COMPANY WILL ENDEAVOR TA MAIL NVITH 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE.LEFT.-BUT- II r RE TO•; A 16 JJC-I NOTICE SHAL6 lN4140S9440 01361GATION1 OR IAABIWT)�()I-ANY KIN UPON l-i S'Ytt:FENT OR,REPIRESENT-. TiV Cowgy of Orange C(wzt&rst»,tf4-0I2-f 1076397 Purge 7 o J rrr Cos runny Resources-CSC Parks Item 8. - 15 HB -158- All insurance policies required by this<contract,shall waive all rights ofsubrogaiion against,the County of Orange aiid members of lie Board of Supervisors, its elected and appointed officials; of gers; agents and ernpkiyees when acting -syithin the scope of their appotntiiieiit or ernploypielit: The Commercial General l iability policyshall.contain a seVerability;of iiiterest,clause.., The Contractor is aware of.the provisions of Sectio►.3,700 of the California Labor Codc iv}ticli requires every employer to be ii�st►rect against'tiability for Workers' Compensation or',-be.self- iirsured `iri'accordance:'wviih provisions of-that code. The;;contractor will: comply %with such provisions and shall f irnish,the County°satisfactory evidence that the_coritrktor lias secured, for the period o,f this contract,statutory.Workers''Compensation insurance and Employers' Liability ill surance:with minimum limits of�$1,6100,O O per occurrence: Insurance; certificates: should be forwarded to: the, agenev/department. address, listed on the solicitation. I,f.,the:contractor fails to. provide the insurance certificates arid_endorsements within seven days of notification by or:the agency%department:pi►rchasing division,-aWari may .bc,made=to the ijext.qualiflod.vendor: County,expressly refains',the right to rocluire Contractor to increase oi''deeiease,insirrance;of any of the.above,insurance types,througliout�tlie term of this Contract. Any ►ncreaseor;decrease in insurance will be as deemed by County: of Orange Risk Manager.as:appropriafe:to adequately protect.County. County, shall notify, Contractor" in writing 'of' changes iri the, i►isuraiice requireineiits. If Contractor- does riot deposit copies Of acceptable celtificates of.insu►mice and endorsements .with County incorporating-:such changes.within thirty, days of receipt-of'such notice, this Contract-maybe in breach without.fv rtlier not*' to Contractor;and County shall:be entitled to �al l legal"remedies.. The procuring ofauch required policy or policies of insurance shall not be.construed to limit Contractor's liability hereunder ii&jo fulfill the1ndeniiifc6tion provision s:aridreginrements of tlri&contract. The County of Orange;Certificate of Instir�rnce and tlre=Spec►al Liidorsemeiit for:the Cciinty of- Orange,can.be utilized to verify compliance with the above-mentioned iisurarice.requirements; in.place of coiiimercial iiisivance certificates arid endorseiiients:. Q.-Bills -anal Liens: Contractor shall pay promptly-. all indebtedness4-for labor-, materials, and. egiripiiient used in performance,of the:,iN►ork. Contractor shall not-permit any lien or charge to attach-to the.work or the premises; but if'any does.so attach;,CoiitrnI i-shaft;vkoniptly procure its release and; in accordance with the requirements of paragr aph 'P" above, indemnify, defend,and ,-hold harmless and be responsible for payment of' all.costs, damages; penalties :arid ,expeiises'related fo or arisin&from or related thereto. R: Chaages C,oiitraetor sliall niak: iio cliaitges.in the work or pe•foriii any additioiial~work wvitliotit= the County's specific written approval. S. Change of Owvnership Contractor,_agrees that if there.rs.a change or transfer in owrickship of Contractor.'s business prior to completion of this..Contract, the. pew owners shall be required, under terms--cif sale or other transfer to assunm Contractor's duties.and obligations contained in this Contract and complete them to the atisfactiori:of County. T. Force Majeure: Contractor shall not be assessed with liquidated 'damages or unsatisfactory, perforinanee penalties.during any delay beyond the time named for the performance of this Contract caused by;any act of God',war, civil disorder, employment strike or other cause beyond its, reasonable' control, provided, Contractor gives written notice 'of the cause of the delay to COW11)-df Orange .Coritiaa ,11,4=012=11010397 Page$qf.?3 OC Community Resaufdes-.00 Parks HB -159- Item 8. - 16 County within thirty-six (36) hours of the start of the delay and Contractor avails himself of any available remedies. U. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County- related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's s(aff,agents and employees. V. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws; statutes, restrictions, ordinances, requirements, and regulations (collectively "laws",), including, but not limited to those-issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor ackhOvledges that,Count), is relying on.Contractor to.ensure such compliance; and pursuant to the requirements, of paragraph."P" above, Contractor agrees.that it shall defend, indemnify and hold Cou�tty and. County Indemnities harmless froni all liability, damages; costs; and expenses arising from. or- related'to a violation of such laws: W.Freight (F.O.B. Destination): Contractor assumes full. responsibility for all t0nspoillatioit,, transportation scheduling, packing, handling, insurance, and other services associated` with, delivery of all products deemed necessary under this Contract. X. Pricing: The Contract bid price shall include full compensation for providing all required goods; in accordance with required specifications, or services as specified herein or when applicable, in the scope of work attached to this Contract, and no additional compensation %will' be allowed therefore,unless otherwise provided for in this Contract. Y. Waiver of Jun,Trial: Each Party acknowledges that it is aware of and has had the opportunity to seek advise of counsel of its choice with respect to its rights to trial by jury,and ea-ch-Party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and`' release all such rights to trial by jury in any action, proceeding or counterclaim brought;by any Party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever.arising out of or in any:way connected with this Contract and/or any other claim of injury or daitiagc. Z. Terms and Conditions: Contractor acknowledges that it has read and agrees to all terms and c6nditionsl included iii this Contract: AA. Headings: The .various headings and numbers herein,, the grouping of provisions of this Contract into separate,clauses and paragraphs,and the organization hercof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof 138. Severa.bility: If any term, covenant, condition, or provision of this Contract.is held by a_court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the:provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. CC. Calendar Days: Any reference to the word "day" or"days" herein shall mean calendar day be calendar days, respectively, unless otherwise expressly provided. DD. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, or where any provision hereof is validly asserted as a defense,each party shall bear its own attorneys fees,costs and expenses. EE: Interpretation: This Contract has been negotiated at arm's ,length and between persons sophisticated and knowledgeable in the matters dealt with in this COntract. in addition; each party, has been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged C'puitl)of Orange "Contrrrc!AVA-013=11010397 Page 9:of 33:. ne'r'omrnrario,Resources-OC Parks. Item 8. - 17 HB -160- and given the opportunity to do so. Each party-farther acknowledges that they have not been iiiflUdked to any extent whatsoe've'r1if executing this Cohtractby any other party hereto.or by any person representingalietn,or troth, Accordingly,any rule or.law (including California Civil Code Section 1654)or legal,decision that would require interpretation of any ainbigutties.in this Contract'against the party that has drafted it is not applicable and is waived The provisions of this CO ntractshalt-be interpreted in a'reasonable nianiier to affect the purpose of the partimand this Contract. FF. .Aut.hoiM : .Thc.Parties io.this Contract-represent and warrant that this Contract has Been duly authorized ;acid._ executed .and constitutes. (lie legally binding obligation, of their respective organization or entity; enforceable in aecordancewith its terms. GG': Employee: Eligibi lity. Wrifieation; The Contractor warrants:that-it fully complies with,all Federal'arid State statutes'and regulations regarding the eiiiployil eiit of aliens and 'others and that all its:employees,perforiiiiiig work under C`this o mee ntract t the 6tizeiiship or alien-status: requiiement,set forth in Federal,statutes and regulations. The Contractor=.siall`o6tain; from°all employees; consultants and subcontractors performing work hereunder; "all:verification And otlier doctiii entatioti of eiiiployment eligibility status required by Federal or State statutes Arid regulations.;,incl-uding, but not limited.to; the.Iinmigration..Reform and Control Act of`M6. 8 U.S.C.-•§1324 et .seq.,, as they currently exist and :as they.may be:hereafter amended., The Contractor shall retain` All.'such ;documentation for all, covered enipltiyce.. consultants and subcontractors"foi• the period prescribed by, Ilie: la>v: The Contractor shall in eniiii defend with counsel approved in-writing by Count}; and hold harmless, theCou»ty; its;agents, officers, and employees'froin employer sanctions and.airy other liability which:maybe'assessed against the Colitrac.tor-orthe CQlilltyor both in connection with any alleged violation of any Federal of State- statutes or regulations pertaining to the eligibility. for employment- of any persons performing,work under this Contract: Additional Termsand:Conditions: 1. Scope of Contract:. This;Contract specifies the contractual terms and conditions,by }vhieh tlie: County �yill _procure' services front Contractor as further detailed in. the Scope of Work,. identified,and incorporated Herein by this reference as"Attachment A": 2. Term,,:of`.Contract: This.Contract:,shall continence, upon approval by the.County Board of Su ervisors or . o exec .jon of all irecessa p p ry'signatures 'whichever occurs later, and shall be effective:for athree-year term, renewable for three(3}.additionai,three-year tern s, upon in-i al:. consent of the Parties. Should this Contract'be;;assigned to,the City ofT iumtin.gton Beach, the ,city May ternunate the Contract- at any time: after'the two years of County-funded City administration of the Contract: 3 :Contingency of Funds:1 Contractor ackno'd,ledges that 'funding or l or ions of'fund ing for this. Contract.mav also be contingent upon the receipt of funds foii1; An.Nor.appropriatioi .of funds: by, the.-state of California to County. If such funding and/or appropriations are,not.forthcoming or are.other%Vlse°limited, County jnAy iinincdiately terminate or modify tliis Contract w.itliout. penalty. 4. Fiscal..Appeopriations: This Contract is subject to and coi�tingeiit upon~applicable liudgefary appropriations being,approved by the.County of Orange Board. of`Supervisors for each fiscal. year during the terni of this;contract-. If:such appropriations are not approved, the contract will_ be terininated without penalty.to the County. 5. Adjustm"ents—Scope of Work: No adjustments matte to"the scope of work Will be authorized. without prior written approval of the County assigned Deputy Purchasing Agent. Countk V91-vnge CaNracl�41,4-012-1 10 10397 Paw/0 q03 OC Cani{urnily Re'sonrces-:OC Pnrks: xB -161- Item 8. - 18 6. Amendments—Changes/Extra Work: The Contractor shall make-no,changes to this Contract without the County's written cons nt. In the event that there are -new or unforeseen requirements,thc;County with the:Contractor's concurrence has the discretion to.r..equest official changes at any time without changing tile,intent of this Contract. If Count -;initiated changes or changes 'in laws or .government regulations affect price; the Contractor's ability to deliver services, or the_ project achedule,..the Contractor shall give Ile Countywritten`notice.no later than seven calendar days from the date the lain orregulation went into effect or.the date°the change was proposed by.the County and the Contractor was notified of the change.. Such^changes shall be agreed to .in writing:and incorporated into a Contract Aineiidment;said Amendment shall.be issued by the County-assigned nPA, shall require ahe mutual,consent.of aI1 Parties,,and:may be prohibit the C.oniractoi-from proceeding itli the:wank as.set forth in this:`Contract. 7. Breach, of Contract: The failure of the Contractor to comply with any-of the provisions,; covenants or conditions.of this Contract. shall be a material breach of this Contract. .In,such event the,County may,, and in'additibn to aiiy other remedies available at IbNv;, in; equity, or otlierwise_specified in this Contract: Tetirtiiiate the Contract inimediately,.pursuant to'Sectioi n K herein; Afford the:Contractor written notice of the breach and ten calendar days or such shorter thiie tliat;maybe specified:in this;Contraet within which to cure'the breach; Discontinue payment to the Contactor for and during the period in Which the Contractor is in breach; and Offset against any monies.billed by the Contractor but`yet unpaid by the County those,monies disallowed pu_rsuant,to the above. 8. Contractor — Change in Ownership: The,contractor agrees that if there is a- change in ownership prior-to completion of this contract, the new owner-will be required,.under.:terms;of sale;t"o.assume thi"s-contract and complete it to tiie satisfaction of the.Couiity:. 9. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably necessary; to ascertain the nature and location of the work to be performed-under this Contract; and to:know the,general conditions which can-affect the-work or tile-cost thereof. Any :failure. by the Contractor- to do sa will not relieve Contractor from responsibility form successfully pei for►ning the.,work without additional cost fo"tlie Coi�i�ty. The County" assumes no responsibility for airy understanding or representations concerning the nature; locationO or general conditions made by any of its officers or,agents prior to the execution of this Contract, unless such-understandh or representations by_the County are express ly.stated in the Contract: 10`. Conflict-of Interest. Contractor'sTersonnel: The,Contractor sliall exercise reasonable:.care and diligence to prevent Any actions or conditions that couKresult iii a conflict with th&best interests of the .County. This :obligation shall apply to the Contractor the Caiitractor.'•s employees; agents; and relatives; sub=tier Contractors; and third_ Parties associated with accomplishing work and services.Hereunder. The Contractor's efforts shall"include; but not be limited to establishing precautions to prevent its employees or agents froin'tnakingi receiving; providing or offering gifts;.entertainment,,payments, loans-or other considerations which could be,deemed to appear to iiif7uence individuals.to act contrary to the best interests of the County. 1 I. Conflict of Interest—County Personnel:: The County, of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Tile- contractor shall not, during the period of this contract, employ any County employee.for any purpose. 12. Contractor Personnel — Reference Checks: The Contractor warrants that all persons. employed to provide service under this Contract have satisfactory past work records indicating County,of,grange Conlrac!i�Ab4-011.11010397 Page-l I Of 33 r'f�:'rii+o+uu+iq Resources-OC Parks Item 8. - 19 . xB -162- their:`ability to accept:the kind of responsibility anticipated under this Contract: Contractor.'s. employees assigned to this project must- iiieet cliacacter standards as demonstrated by background investigationand reference checks; coordinated by the:agency/department issuing this Contract. 13. Contractor's Project. Manager and Key Personnels Contractor shall appoint a project manager to direct the Contractor's.,efforts in ,fulfilling7 Contractor's obligations under this: Contract This project niaiiager shall be-,subject to:appiovaI by the.Countrt acid shall not be, changed without the written consent of the County's:proicct inanager, which iconsent shall not be unreasonablywithlield. The Contractor's:;Project Manager shall" lie.assigned: to:fh `s project for the ,duration of this Contract and shall-diligeiitly'puisiie all widtk-and seruices to meet:the proiect.time lines:. The: Coutity's Project Ma'Aager shall have the right to i-egtiire the.reinoval and replacement of tht Contractor's Project Manages from"providing services.to the County:under this Contract.: The _.. County's Project Manager shall notify.the:Contractor i'ii writing of,stich action. The Contractor. shall acco iiplisli the removal withiir three.(3)biisiness:days after:�vritten.notice by the County's Project Manager Tlie Comity's Project Mini ages shall review and approve the appo�ritit ent`of the replacement..for, the;Contra-tor's Project.Manager". The.Cou"nty is not:required to-provide any additional itiforinatioii;-reason ;or rationale,:in the-::event.it elects to':request the..removal of Contractors.Proiect;lVlanage_r fioin providing services to'the Cbunty''iiiide"r this Contract 14'. Contractor's,Records: The Contractor shall keels an accurate:record of time expended` by Contractor ui the perfot�iance.of."this Contract: Such record shall be available. for periodic inspection by:the County at.reasonable,times:.";Such."records will be,..retained forr f6ur.(4):years. after"the:expiration or teiininatioWof thk-Contract." 15: County Of Orangiethild Support-Enforcement [Within:Ten (l0)Days Of Notification Of Selection Foie Aw*ard Of"Contract]: In order f6:comply with th6,th1ld support ehforceinent requii•einnents of the Comity of Orange, wit hi" tent(10)days of notification of selection of ay aid of Contract-but prior-to`official"award of. Contract, the selected Contractor-_Agrees,to furnish to the Contract" administrator; the..Purchasing Agent, or the agency%depai•titient deputy purchasing, agent:: a. In the case"of all iiidividual contractor,"his/lies naiire dat&.0f birth,,Social,:Security ntiinber, anal residence address;,. b. In,the.ease of.a contractor do.ing:business in' A form other than as a,Jndividual, the�nan e; date of birth, Social;Secun number, and".residence address.of ea ch'Andivid.ua_l who;owns air inteiest.of_teri(10) percent orinbre in the contracting:entity; c• A certification that.tile,contractor has fully complied with at applicable federal and_,sfate. reporting requirenients:iegarding its:eniployees;"and, d. A_'certificatioir that tlie:'contractor has frilly complied Nvith all tawiully served Wage and Earnings,Assig�►nerit Orders-and Notices of Assignment;and will contiiiuelo',so comply. Failure of=the Contractor to timely submit the data and/or certifications required may result in the,.'Contract being awarded to another Contractor: In the 6eht. a Contract has been issued; failure of the Cartitractor to comply „sith all federal, state; and local reporting requirements"for child support: enforcement or to: comply with all lawfully, served Wage ,and Earnings Assigiinrent Orders .and Notices of As. igiinient shall constitute sa material breach of the Contract.. Failure to cure"such breach within sixty(60)calendar days of notice.fi=om the County shall constitute grounds for teriniriat►on of the Contract. 16. Data-Title;To All materials;documents, data;or infonnation obtained from the County data files or airy County medium fu"rnWicd to.the contractor in the.performance of this contract-"will at all trines remain the property of the CoUmly: Such data or information 'nay not be'used or Coiquy o(Qrang, C1oMmet R;Vhl-012-J i010307 Page 12.af33 OC Conm'iunin,Resources-OC Parks xB -163- Item 8. - 20 copied for direct or indirect use by the contractor after completion or tennination of this contract without the express written consent of the County. All materials, documents, data or information, including copies,must be returned to the County at the end of this contract. 17. Disputes—Contract: a. The Parties shall deal in.good faith and attempt to resolve potential disputes informally. If .the dispute concerning a question of fact arising under the terms of this.Contract is not disposed of in a reasonable period of time by the Contractor's project manager.and'the County`s project manager, such matter shall be brought to the attention of tiie County Purchasing Agent by way of the following process: i. The Contractor shall submit to the agency/department.assigned,DPA a:written demand fora final decision regarding the disposition of any dispute between the:Parties-arising under, related to, or involving this Contract, unless the County; -on its-bwn initiative; has already rendered such;a final decision. iL The Contractor's writtem demand shall be fully supported by factual iitforination and, if such demand involves. a cost adjustment to the Contract, the Contractor- shall include with the demand a written statement signed.by a senior:ofFicial`indicating that the demand is made-in good faith, that the supporting data.are accurate and complete, and that the amount requested accurately reflects the Contract adiustnic'n foe which the Contractor believes the County is liable.. b. Pending the final resolution of any dispute arising under, related' to, or-involving this Contract', the Contractor agrees to diligently proceed with the:provision of services:under this Contract. Tile Contractor's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing and shall be signed by the County Purchasing Agent or his designee. If the County fails to render a decision within ninety (90) days after receipt of the Contractor's demand, it shall be decried a final decision adverse to the Contractor's contentions. Nothing iti'this section shall be construed as, the County's right to terminate the Contract for- Cau"se::or Terminate for Convenience as stated in Section.K herein. 18. EDD Independent Contractor Reporting Requirements: Effective January 1, 2001,--the County of Orange is required to file federal Form 1099-Mist far services received: from,a "service provider"to whom the County pays $600.or:more or with whom the Comity enters into a contract for $600 or more within a single calendar year. The ptirpose of this, reporting requirement is to increase child support collection by helping to: locate parents who are delinquent in their child support obligations. (See EAlibit 1) The.term "service provider" is;defined in California Unemployment insurance.'Code.Section 10$8:8, subparagraph B.2 as "art individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state." The term is further defr_ned by the California Employment Development Department to refer specifically :to. independent contractors. An independent contractor is defined as "an individual who is not all employee of the... government entity for California purposes and who receives compensation.or executes a contract for services performed for that ....governniciit entity either in or outside of California:" The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships,and limited liability conipanies. Additional information on this reporting requirement can be found. at the. California Employment Development Department web.site located at www.edd.ca.gov/txicr.hfm.. C'wrnit,of Orange Comma 414-012-11010397 Page 13 of 33 """ouu111410,Re'soro•ces-OC Parks Item 8. - 21 HB -164- 19. Entire Contract: This contract and all of its attachments.catiiprise-the entire contract between the contractor,and::t-he County. Additional or new terms contained in this contract which vary, from the contractor.'s proposal are deemed accepted by the contractor by execution of thiscoti&4c.t or other commencement of performance hereunder. All previous proposals, offers discussions;-preliminary understandings, and other communications ,relative to this cortract, oral or written, are hereby'superseded; except to.the;:extent that they have incorporated into this contract: No future waiver. of, exception to;: addition to, .or alteration of any of:the terms, conditions aiid/or provisions of this contract shall be.considered valid_unless specifically agreed to in wi►ting by both parties. 20- Gratuities: The_:Contractor warrants that no gratuities; in the form of,entertainment, gifts,or otherwise;. were offered or given by the Contractor or any agent or=representative, of the Contractor to any officer'or.employee.gf the County.`with a:'view toward securing the Contract .or securing;favorable treatment whir respect to any deternunations colicei•n-ing the performance ;of the`Contract. For breach or .violation of this:warranty; the .County shall have the.right to terminate the Contract-,;either'in wliole or. in part, and :ally loss or damage sustained by the Couity� in procuring,ori;the open.market any services which the.,Contractor agreed to supply Shall."be.borne an&vaid for by the Contractor- The rights.and remedies.of the County provided -i»:the clau"seshall not be exclusiveand`are,in addition to any:other rights and remedie.s'provided by law or under the Con.tracf: 2-1: 'NeWOnfoi-n ation Releaser The contractor agrees that it drill not'issue,any hews releases in connection with eitler the award of this contract or any subsequent anietidrrient of"or effort under this agreement without first obtaining review and written approval,of said news releases from the.County through the County--s project manager: 11 Notices Any and all notices; requests demands and oilier communications contemplated; called`for,,pem- iitW, or required to be,given:hereunder shall be in writing, except through tile, course of tile parties' prgject inanagers''routine exchange of infon ration and cooperatioii during the terms of the work and services. Any written communications shall be.-deemed to have been duly given upon actual in=person delivery, if delivery i"s by direct•hand,br.upon delivery on tile. actual day of receipt or no,,greater than.four calendar days after being.marred by US certified or registered mail,.return receipt requested, postage prepaid; whichever occurs first: The date.of mailing shall "count as the;first day. All communications shall be,addressed to the,,,appropri.ate party at the Address stated:herein or such other address as the parties hereto nay designate by written noticefrom.time to"tulle in`the manner aforesaid: For Contractor: US Ocean Safety, Ine: 34145 Pacific Coast Hwy #3N Dana Point,-CA:92629 Ariil:.Dennis Yune;.President Ph (949)212=3766 Fax: (949)276-505.5 E-thail: d inic@usos.com; For County: County of Orange OC Community.Resources-01C Parks Purchasing&Contract Services Attn: Maritsa Fajardo, Purchasing Manager 13042.01d Myford.Road Irvine,CA 92602 Ph: (949)'585-64"18 E-mail: maritza.faiardo,@occr.oc,ov.com Counly of.Orange Conlrad i.AIA-612-11010397 Page 14 of 33 OC Com;mwily Resources-PC Parks xB -165- Item 8. - 22 Ce. County of Orange OC.Community Resources-OC Parks Attn: Leslie,Ray, Project Manager 13042 Old Myford Road Irvine,CA 92602 Pli: (714)973-6863 E-mail: lestie.ra_ cparks:eom. 23. :-Ownership. of Documents: The County has permanent ownership of all directly connected_ and derivative materials produced under this contract by the contractor. All documents, reports and other incidental or derivative work. or materials .furnished hereunder shall`hecoRle and' remains the sole property of the County and may be used by, the County as it may:,require without additional cost:to the'County, None of the documents, reports and.other incidental or derivative. work or furnished materials shall be used by the Coi tractorwitliout.the express written consent.of the COUnty. 24. Precedence: The Contract documents consist of this Contract'and its attachments and'exliibits: In the event of;a,con flict,between or among the Contract_docuinents, the,order,of precedence shall.be,the.provisions;of the main body of this Contract, i.e.;.those provisions set forth in.the; articics-of this Contract,and then the exhibits.and attachments. 25. Project Manager, County: The County shall appoint a project. manager to` act as liaisoli between the County and the contractor during the term of this'contract., The Coiinty'ss project manager shall coordinate the activities of the County staff assigned to work with the contractor:- Tile County's:project manager shall,have the right to require the removal aid replacement,of the. contractor's project manager and key personnel. Tile.County's projectmanager'shall notifyjhe contractor in writing:`of such action. The contractor shall accomplish the 'removal within 14: calendar days after written notice by the County's project manager: Tile County's project: manager shall review and .approve the appointment of the. replacement: for:the contractor's Project manager and key personnel. Said approval shall not be unreasonably withheld. 26. Reports/Meetings:, The Contractor shall develop reports and any other relevant_documents; necessary to complete:the services.;and requirements as set forth in this Contract-. The:County's project manager and the contractor's project manager will meet on reasonable notice to:discuss' the Contractor's performance.and progress under.this.Contract. If requested,the contractor's project manager and other project Tersonnel shall attend.all meetings. The Contractor,shall provide such information that is requested by the County for the purpose of nlonitoring,progress under this Contract. 27. Termination —Orderly: After receipt of a termination notice;from the County of 0rango, the Contractor shall submit Jo the County a'.termination claim, if:applicable. Such claim shall be: submitted promptly, but.in no event later than sixty (60) days. from. he effective date of-the, termination,,unless one or more extensions in writing are.granted by the'County, upon written request of the. Contractor. Upon termination County agrees to pay the Contractor for. ah services performed priorto termination which meet the requirements of the Contract,provided, however, that such compensation plus previously paid compensation shall not.exceed the total compensation set forth in.the Contract. Upon termination or other.expiration of this Contract, each Party shall promptly return to the other Party-all papers, materials, and.other proherties;,of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all aspects, tangible and intangible, as may be necessary for the orderly, non-disruptive business. continuation of each Party. 29. Publication: No copies of sketches, schedules, written documents, computer, based data,. photographs, maps or graphs,. including "graphic art work, resulting froiii performance or County of Orange Contract 4MA-012-1101030 Page 13 of 33 """atiununity Resources.OC Parks Item 8. - 23 xB -166- prepared'in connection with this Contract;are:to.be released by Contractor and/or anyone acting. under the supervision of Contractor t- any person; .partnership, company, corporation. or agency; without prior written approval,by the;County,.except-as,necessary, for the:performance of the services of this Contract.' All press._releases, inciuding graphic display information to be published in newspapers; rnagazi►ics, etc.;.arc.`to be administered only by the County. �iiiless otherwise agreed to:by both Parties. -29: Ei r ors and Omissionsi All reports; files and other documents prepared and 'subnntted by Contractor shall;be complete and shall be carefully,checked by the professional(s).identitied by Contractor as project manager and key personnel attached Hereto; pr for to stibibission to t,he, County. Contractor agreestli' `.County revi'dw is disciettonaiy-and Contractor shall notassrrine. that lle County will discover errors,.and/ omissions. If the.County discovers;,any.,errors or omissions prior to approving Contractor's reports, files and other written documents;.tie reports, files of.documeiits will be'returned to Contractor fof.coirection., Should the.C(Ainty'orothers discover errors or. onussions in 'the. ,reports,- files or other• :written documents submitted by Contractor,after County. approval thereof, County approval of Contractor's reports, files or doctimentss.SWI not..be used as a:defense by, Contractor in any action between tile'County.:;and Conti kfor;and the;reports;files or'docurneilits Nvill be returned'to Contractor-& correction.. 30. Cooperative Agreertient: Tlie'pirovisions and pricing ofthis.Contract'may lie eztended`to othcr political sub-divisions ("n'oii County Parties")and County of Orange agencies and.depat•tirtents ('`Cooperative Entifies') Non-.County Parties and Cooperative Ent►ties°'wvtshing to,.use: Allis, Contract twill be resp6tiMbl'e for `issuing. their own purchase, docurnentyxice agreements; providing for.their owir acceptance, aiid making airy siibsequ'eiit payinerits; Within any contract that is entered into:by Contractor that extends to non-Count} Parties tile:proyisions:and pricing of his'Contract,the contract must includea hold harmless,clause:that protects the County.from all claims, d6inatids-actions or causes of actions of every;kind resulting aiiectly or.indirectly, arising out of; or.'in _airy Nvay connectcd with ilie:-use'of this Contract by non=County Parties.. The non-County Partics.and Cooperative Entities are,responsible for obtaining all>certificates.of insurance aiid bonds regi ifed: The Contractor is responsible:for providing each tion-County- Party, and. Cooperative Eirtity, a copy of'the Contract. Tire County of Orange makes no guarantee of usage by other users_of this Contract. The County of Orange may.autltorize�the, loading'ofthis Contract into an.eleetroiiic coinnierce system:.. The Contractor shall:be,regUired to maintaiwa,l:ist of.ti e Cooperative Entities that leave used;this . — Contract. The list shall report ,dollar volumes.spent quarterly and annually-and shall, be provided ona quarterly basis to the County: 3 L Assignment_by,County: Upon completion of annexation of the unincorporated community of Sunset Beach by tlie'City of Hunfingt6h Beach, County intends to assign.this Contract to the City through air Assignment;Novatrori'aiid'Coiisent_Agreenieiit, Counry ofOrange Cwiiwi nA14-01?-11010397 h7ge 16 of 33 OC Community Resources-OC Parks HB -t 67- Item 8. - 24 CONTRACT SIGNATURE.PAGE The Parties.hereto have executed this Contract on the dates shown opposite their respective signatures below. US Ocean Safety,Inc. Print.,Name Title. 2(� U i ure Date Print Name Title H' Date -Ifahe Contractor is.a'eorporation,:signatures of two:specific corporate officers are required as: further set forth. The Arst corporate officer signature must be one of the following:1) the Chairman oft he Board; 2) the President; 3)any Vice President. The.,second,corporate,-officer signature must be one.of the following:-a)Secretary;,b)Assistant. Secretary.; c);ChiefFinancial Officer; d).Assistant Treasurer.: In the alternative;a Angle..corporate signature is acceptable when accompanied by a corporate resolution demonstrating4he legal authority of the signature,to bind the company. atiis4isic+c.deh.3e3e.i4e.kx'eiatr.xit4d:Sege*ire'eiei*ix4,ir�Cr:Se*irie9rieis�iz�CRieirxieirtxieie�eitieiexieirixicieir�est�cie.irieieicSricxae�i>eicieie.tc County of Orange,a political subdivision of the State of talifornia Print Nanie J Title Signature Date. fs,•xR'isxisic��irisici:ic�cieifisic:-Kiciticcisieiexcisici:isisicisi:isxicicicxicic;is.ieicie:�ir's.x*isic9:,is�:i:**irieR.ieiexieieieic:itKicicN4riti@ii,i�is APPROVED AS TO FOR�IM Office of the;County Counsel CountyofOrange, California Print Name Title Signature Date Cornrty of Orange Cowrau#h-lA-012-11010397 Page,17 ur33 OC('_6jgi tinily Resources-OC Parks Item 8. - 25 xB -168- ATTACHMENT A SCOPE OF WORK I. COUNTY OF ORANGE BEACHES Background OC Parks is the agency responsible for managing various public beaches along the Grange County coast from Sunset Beach in the"north to Poche Beach in the south. County of Orange beaches with lifeguard service include.the following types: • gently sloping,sandy beaches. • 1•0,cky shoreline beaches • steep sandy beaches.with severe shore breaks • a beach adjacent to.the mouth of-the Santa Ana River • a quiet«rater beach iii Dana Poiit,Hafbor In addition to the varied "beach types, County"offrange beaches have varied access; sonic] ave large parking lots with.easy'beach entry. while others are'only'accessible by stairways with liinited or no public parking. The Ocean Lifeguard Services Contractor shall:manage and operate a coniplete year-round(3b5.days) ,ocean lifeguard program, utilizing a,combination of lifeguard resources dependent upon the type,of beach, normal surf conditions,.known hazards, beach attendance and beach use patterns.. Beaches are currently guarded in a number-of ways, including: lifeguards stationed in towers; lifeguards,patrol ling in motorized vehicles;" lifegimrds'on"surfboards in.the water and lifeguards positioned along the:surf line. Other methods may be considered on a beach-by-beach basis. It .is the responsibility of the Contractor(s) to assess beach characteristics'and determine appropriate lifeguarding-methods at each Beach facility: Location The-OC Parks beach location*-included in this Contract is Sunset Beach only.. *Exhibit A includes a map and brief descri"ptions of Sunset Beach.. 1V. CONTRACTOR ftEsPONSIBILITIES: i-Iie Contractor.responsibiiities shall include, but not be limited to, the following tasks: • Patrol beach and ocean waters,from lifeguard'towers,:vehicles or watercraft or on foot or in the water, • Provide 24-hour on-call response service accessible via pager duty to ensure lifeguard response to incidents occurring during off duty hours. Respond to emergency incidents; perform water rescues, first aid and emergency care; post injury prevent ion_advisements. • Assess beach and water conditions, to include physical characteristics and hazards, weather conditions, surf conditions; and other mitigating"factori that might pose a threat'to the,public,and Cotnriy;gfOrange Conircia ri,W.4-012-11010397 page 18of33 OC Cainnuniiiy Resources-OC Parks HB -169- Item 8. - 26 deploy staff'accordingly and maintain staffing levels and hours of operation to provide adequate coverage. • Educate and instruct the public on beach and ocean environment conditions. • Cooperate with and communicate effectively with multiple governmental agencies including OC: Sheriff-Coroner, OC Fire Authority, municipal police and fire departments and various state and municipal marine safety divisions. • Issue verbal advisement of County Ordinance and OC Parks regulations. • Perform public relations and customer service activities in a professional, polite and courteous manner. • Postwater quality notifications on beach as required per direction of OG Health Care Agency. • Provide radio communications equipment and ensure a direct link with West-Comm (OC Parks dispatch service provider),and OC Sheriff Communications. • Submit timely ,major incident reports to OC Parks and respond to media requests for public information. • 'Prepare written responses to complaints_and requests for information as requested by-OC.._Parks . • Maintain towers, vehicles and equipment to standards specified by OC Parks. • Coordinate with County to move towers as needed with County provided.equipment_ Contractor shall be responsible for any and all liability or damages that niay occur to ;towers during relocation.. Contractor shall indemnify County as more fully set forth in Article P- Indemnification and Insurance. • Ensure that employees dress in proper uniform attire; the attire must utilize the `OC Lifeguards" logo< V. CONTRA.CTOR.OPERATIONS PLAN As part of an Operations Plan, the Contractor shall be required to provide ail necessary operational elements of a complete year-round (365 days)Ocean Lifeguard Services program, including—but not limited to—the following: • Staffing—Contractor shall deploy and provide Ocean Lifeguard Services for OC Parks at Sunset Beach per the work schedule(s)attached hereto as Attachment E. Deployment Schedule: • Equipment — Contractor will be responsible for providing,all necessary space for, storing and maintaining equipment.1'his includes:type,and, where applicable; number. o Lifeguard towers o Vehicles n Watercraft o Radio conunun.ications system o First aid and lifesaving equipment and supplies o Uniforms o Other supplies, materials and equipment • Headquarters and satellite office space • Operational procedures .• Maintenance program for all equipment, including towers and vehicles • Training—this includes: procedures.for testing, hiring, ccrtifying'and training new hires and year- round staff • Detailed schedules showing deployment of lifeguard personnel, supervisory personnel, vehicles, towers and other equipment for each beach over the course of a calendar year. • Transition/label all appropriate uniforms and equipment to the"OC Lifeguards"brand • Implementation Plan for start-up of operations. Cour+r}of Orange Comma N,t111-012-11010 397 Page f P of 33 Or r`auununio.Resaro'res-OC Parks Item 8. - 27 xB -170- The :Abbye operational eleftent§ shall ensure that all Contractor Responsibilities:de9c.ribed in 'the' pr1evi oussectioril-are satisfied,,.- VI.,CONTRACTOR.SPECIAL REQUIREMENTS tioc Lifeguards!' BRAN I D OC Parks-lsas secured the.DBA.for the.name"OC Lifeguards". The Contractor inbs-t represent itself as '10C Lif6pards,' when pc 6ppr i ng,spry ices under this Contract Goverrn,er'itaI, cantmctor(s) will notbe-Tequired toAolsat: S-11ch,repiege0taii-On shall`inc.1104 the:fo.116wing- o. The "OC Lifeguards" l6go-inustbe placed on,all sta,ff Uniforins,vehicidsi lifeguard 4owers and ecituiplibilt Tile size-a lid,blaceinerit of tile-:logo fnus,t be approved in advance:by the Director, OC Parks;, o i the name of C Contaicts-with tile public 'be news m6dia at beach fAcilitids.shall be rrAd 11 0 'Lifeguards", o OC Parks retains the, rights to ad.Vertise,and proinbte: itself using t116.".00 Lif6guafds" logo. Ndditi6n6lly, OC Parks' fetaiim the:'rights _to sell "OC Lifeguards" apparel; merchandise and images. Commercial marketing. ,ofthe"OC Lifeguards'' logoby,10( Parks is subject to approval by(lie Orange County 113oard'dSupervisors and must.be fCIlyrpoiiipliati.t"-witli Sections 2-571201, through 275430 of DiVision 5, Title- 2 of the Codified Ordinances, of County {Commercial , pt -Mid.Adv(rtis ing]. 0, Contractor(s) may be a'ble:to, sell apparel And inerclindis&with,the"0,c Lifeguards'',logo, On-.a n6n-exclusive I basis, .§ubjeict: to',entering into a separate agreement With the Couilty tot that purpose. The -agreernent.,,rilust be fully compliant with Sections 2=5-120: through 2-5. 1 N .of Divis'ion 5,, Title 2 of the: Codified. Ordinances of Orange.,t6brity [Conli-nercial Marketing, Pronlotidn.iuid Ad 61isinig] and nilu dst include,payinen't to e Coonty. of'a perc ei.itage of gross re"Ipts,from-sales.- "Jr.OC Lifeiatuilr&II Program'. Any Jr. Lifeguards program,opjqrated.:by tfic."(ontra.etpr must utihze.tliQ name"Jr. GC Lifeguards" in its operation. All -"oc Lifeguards" branding recilfirenlents above .also, extend to the "Jr. OC Liftu,A d rh program., Tile Contractor,Will.be-required,t6 secure a separate license from the County for each program And Will bC:required't6pay All appli6ble.lic6n'se fees. Radio.Communicati.ons.Systefti The Contractor :must "provide radio communications equipment that is compatible with Orange CounVs 800 MHz Chi nt nications 9vsieril trust ensure that ou ywideCoordiliatedConilinu (CCCS) and in. . each on-duty dispatcher; lifeguard and supervisor has a.direct link to Orange Cbunty'.s CCCS and with. West-CDfiiib (OC PArk§. dispatch :service provider). CohlillUrIlications equipinent_- is to be j purchased t.irough-the-,Orange'CQUn,ty Equipment t Price Book. The Contractor will bq.responsible for approximately $21,000, :dependent.on the number of radios the contractor requires, of CCCS Couiiiy oforqiige Page 20 of33 OC Communiry Resources-OC Parks HB -1 7 1- Item 8. - 28 backbone expenses, which are based on annual radio inventories, through the OC Sheriff's Department, Communications&Technology Division. Coxrr/y of Orange (;onw act.i,11A-012-11010397 Page 71 of 33 f)f Cwnnruriirj.Resburces- OCParks Item 8. - 29 xs -172- ATTACHMENT B COMPENSATIONlFAY1VIENT 1. COMPF,NSATION: This is a fixed fee priee,Co6tract between the County and the Contiactor for Ocean LifeguAA Services as provided in Attachment A, Scope of Work in the amount:of S280,000 per.year for`a for a-three(3)year period. The,fixed tee will be adiusted by ilieCounty at:tliestart of;each,.three year ithewal..period: The adiusttnents Wil.I be-based upon the'changos in the Constiiner Price Index foi Los Angeles-Aiiaheiiii Riverside, Metro, Arca; (all Urban Consunrers-All. "penis)' promo gated by the;Bureau of Labor.Statistics of the:U:.S. Department of'Labor. The Contractor agrees:to accept,the specified compehsation.as set forth in this Contract as_fiill remuneration.fat performing all services and furnishn"ig all staffnk and materials required; .for Any reasonably unforeseen difficulties which may ai ise or be cncountercd in the e ecut�an of tie;services until accepta�jce, for risks connected with'tile services,:and.fol performance by the'Contractor-ofall its duties and obligations hereunder.The County shall hAve:'no obligation to pay any,..suni in excess of total Contract aiiault, specified unless author-ized ,by ai anend►n it.in aecardance wifli. , paragraph&C:and R:of the County's Gencral Terms and...Cbndition.s.. 2. FIRM-DISCOUNT AND PRICING G-STRUCTURE: Contractor guarantees that prices quoted.are.equal to;or less than prices.quoted to any otber,local, State or Federal government entity'for_services:ofequal:or lesser scope. Contractor agrees that no i"rice increases shall be-passed al6ng,t6 the Coiiiit),�,duriiig°tlie term of this Contract not otherwise specified and provided.for-within this Contract. 3. PAYMENT TERMS: Aii in`v6ice for the fixed Costof tl eseillices shall be' submitted to the address,specified below upon the completion of the engagement and approval of the County Pioiect Manager Contractor shall reference:Contract :number on invoice.. Payment-Will be net 3.U`:days,after receipt.,of an: invoice, in .a forhiat acceptable to the Comity_ ,o.f Orange and verified and approved by 'OC Coniniuiiity Resources—OC Parks,and subject to routine paocessiiig requiremen#s�f the County: 'file;,re5potlsibility,for providing;an acceptableinvoiee.rests.with the—Contractor. Billing'shall cover services not previously invoiced: "1 he:Coniti-actor shall:reinibde§6 th&Couiity, of Orai*!2jorany monies paid to the Contractor,for services not-provided or when servieds:do not meetthetontract requ'irements.. Payiiients made bythe Comity sliall hot preclude the right of the"County k6m thereafter displiting Any items; or services involved or gilled under this. Contract .and' shall not .be construed. as: acceptance of any-part of the services. Invoiee(s)are to be sent:to.. OC Community Resources Affn AceOunis_Payable 000S.Grog Ave,Bldg.B,,2""Floor. Santa Ana, CA 92605 ['orn:ny.ofbrange Contracrk,14A-p12-11010397 Page 22of33. OC C onanunity Resorirces-OC Parks HB -1.73- Item 8. - 30 4. INVOICING INSTRUCTIONS: The Contractor" will provide an invoice on Contractor's letterhead for,services rendered. Eacti invoice will have a number and will include the following infornlation:; I: Contractor's name and.address. 2. Contractor's _remittance address(if different'fropi, l:above). 3. .Name.of County Agency Department 4. County'Contract number 5. Service date(s).—Month of Service 6. Rate 7. Delivery Order(DO)/Subordinate Agreement Number 8. Deliverables/Service description 9: Contractor's Fed rat I. D. number 10. Total " The responsibility for providing-an acceptable invoice.to the Couirty for payment'rests wiilT the Contractor.; Incomplete or incorrect invoices are not acceptable and will be returiied to the Contractor for correction. The County's Project Manager, or designee,: is responsible for; approval of invoices .and subscqueht submittal of" invoices to. the Auditor-Controller: .for processing of payment. cot(121y of Orange Contract A14-012-11010397 Page 23 gf33 OC Comimmit),Resources=OC:Parks Item 8. - 31 xB -174- ATTACHMENT C PRICE SCHEDULE 1,00ract Amount by'Month/Season Month Cost January $ . 8,000.00 February $ 8;00000 March $ 8 000.00' April $ 8,0000, Spring,Break $: 15,OOQ.00 May $;' 19,000.00 June $, 40,000.00. July $' 40,000.00. August $ 40,000.00 September $ 40,000.00 October $ 8;000:00 November $ 8,000.00 December? {$ 8,000w 211 ANNUAL ofAL $" 250 000.00 County of Orange Contract .A4a-012-11010397 Page 4 nj33 OC"Cotnnwhity Resources-OC Parks HB -175- Item 8. - 32 ATTACHMENT D .STAFFING PLAN 1. Primary Staff/Key Personnel to'perform Conti-act duties. 4 Name Classification I pesign8tion # Name Des4mation I Yutte,.Dennis President 4i Bfahker,S6m LG I-.Tower Li fegu6rd 2 YounE,indi, Chief 42 BurkeJordan LG):'rower-life guard J, Herwg,Brad Captain '43 Cam pi.Spoicer I.-'(.j..1:Tower tifeguard 4, WAhic-Janlies Lieutenant 44, Campb I ell..Latir-en- LGI:40'Ins I truc_t6r: 5 Lynn,Ahhe LG-3_-Manager. 45 CAfiipbell,Skyler LG;,1:Tower Li feguard ,6; Bowen,Bret Ldl:DvInager '46 _�Carpcnter,Miles LG 1:,Tower-Lifeguard 7 Wermr,Dan JG Coordinator 47. UinoRy6n LG I:Jower Lifegua6c] 8.1 I!ittotij Josh LG 3 Manager 4 C lippingerkoney LG H.-Tower Lifeguard .9 i�reeland,'Nbah I.G.3 ivlatiapW 49,1 Cod ,Matt LG Lifeguard, 10 Bar quer,Phil LG 3.:Manager. �0' Cole,Brandoll L6 I:Tower.Gte uard I Clarke,Niles LG2:Supervisor 51 Cook;Trevor LG I L,ToWbr Lifeguaed '12, Calkins,,AlcN LG 2:Suoenis& 52C66k,Nathan 1.6 1:ToWer Life uard 13.1 Lucero'.Anthony. L.G.2:Supervi.sor 53. Corcl0flchae'l LG 1:Tower Life uard .1-4 Weineri;Ap.i LG 2:Supervisor(l?-T) 5* COsIeillojohn i,G, 1:To Wer,,Liteguard I-5: Sthnier,Chris LG 2:Suliervisor .55- Dimicb,Ddirick I.G.I:Tower Lifeguard .16 Harkleroad,Chris LG 2:Supervisor 56- Danskin,fleter LG 1:Tower-Lifeguard �17 Stewart,I-leather '1,(!2: Supervisor 57 Deanjosh L&1:Tower Life uard 18 I ki-ng,Jason LG'2:Superviso.r 58 DevIiII.Mark LG 1:Tower U1166ard 19 Blacker,KathcHtic LG 2: Suijervisor 59: Dolah,Revoh LG,I:Tower Lifeguard 20 Navarre,Keith L&I Supervisor 60 Exicksonjoe- Ujj:Tower Lifeguard il Kfee,Laureni LG 2,J6 Supervisor 61 .Faniham,Michael. LG I J,:TQwer Lifeguard 22 Redmbnd;Lee-: LG 2.Supervisor 62 1"&s,Christopher l,GA:.T6*w&Life`puiird .23 GUmm6w;Malt LG-2 Suoervisor(PT) 63 Feldmatui,Spencer LG F:'Tower Lifcguard 24 Moore.-Ryan. LG,,2 Supervisor(PT) 64 Frankman,Erlc Wj:X.Instruclor. is Dallura,Sean. LG'2:JG SUpert,isor 65 Frankn)an,R"r.an LG'I-Tower Likguard 26 Thbrntoji,Thomas LG 2'Sulier.visor 66 Fri nz;.Shelvon LG 1:JG I nstriictot' 27 Summers;Zach LG 2:Supery isor 67 Frenclij-1unier LG.I.:TOwcr Life gtiara 18 Abell;Matthew LG_1:Tower Lifeguard .68.8. GagnetAlexaMer LG I:Tower LffcguArd, 29 Allei,Cody, 1,,G 1:'tower Life uard. 60 Gallitto,Kelsey LG I'Toxv-&-Life kiiard 30, 1 Atideison,'Milch LG 1:Tbxver Li f6guard: 70 GWi,,ez;Kcvin LG I:Tower Lift6ard 31 Aiwari,Sam Ld-1:T6werl,ill4tiard 71 Garciak6nner LG .I,:7 1 ower Life"i I eguard 32 Arrollado.Sliane ILO I.-Tower Lifeguard feguard 72 Gornian,,Reilly _ LG I':Tow6i Like uard 33 Ash.William LG 1:Tower Lift uard 73 Grzecka,Granl LG L.Tower Lifegiiard 34 Mila,Gre LG I'Tower Lifeguard 74 1-fairChris IG.1.r-rover-Li.feguard 35 AxIinei MiLxwcll LG 1:JG Instructor 75: 1 Flateli.Kyle LG.I.:Tower Lifeguard 36 AxIine,lMaIlliew LG 1:JG Insirtictor 76 6 1 Flealy,firyce LG 1:-Power Life uard 37 1 Azzazy,Fuid I.G'l:Tower Lifeguard 77 1-16Tcdia,David LG 1:Tower Life guird 38 Azzazy,Yofissef LG 1:Tower l4eguard 78 Flolke,Jacob LGI-.-Tower LifeEuar d 39 Bailey,Land yn LG 1:Tower Life guard 79 Hu lbut,S cott LG I.-To>vcr Life uard 40 Baldovin,Cory LG E Tower Lif6guW 80 Husen,Tfioinas 1-6 1:Tower Li feguard, Cotinti,of Orqrtge ContractkVII-012-11010397 Page 23 of 33 Or C01111n1wify R601frces_OC Parks Item 8. - 33 HB -176- STAFFING PLAN(cont'd) Classification/ Name Classification!Designation # Name 66iination 81 ltiman.Nicole LG 1:JG Instructor. III Rohde,Olivia. LG,.]:Tower Lifeguard Jitratanajinda, 82 Aaron LG I:Toucr Lifeguard 112- Schultz,lacoh LG 11 Tower Gifu uard 83 Johnson.Jori LG i JG Instructor 113 Schwied,Ernma LG I:.JG Instructor 94 Kelly,Lexie LG 1:'Tower.Lifcguard 114 Sclf David LG 1:Tower Lifeguard 85 Kiri4ri:RVan LC 1 :Toiticr Lifeguard 115 Sidlo+i Scam LG1:i`ower life uard 86 Knott.Kirk LG_1:Tower.Life uard 116: •Skell',06din L:G l JG Instructor 87 Kocni .Scan LG 1: Cu++`4r Lifeguard 117 Sanilh,Jonathan: LG 1::"fo+ier Lifeguard Rk Laaig;Tanuuy LG l:*rower Lifeguard I18 Soder ren,Jaines LG 1:JG'Instructor 8% Larsoif Jordaii LG i s To%+er-L ftuard 1.19 . S01611101i.Goren: LG Ii Tower Li fe uard 90 Lnva vn,Richard L'G 1:•1'o+ccr Lifc:uard 130 Solohion.Cthurr t.G l::T wer Lifc uard 91 1 Lcc;ltyan, LG 1:JG Instructor I21 Ste%vart,Sc61I LG 1:TowerLifc uard 92 Lc++is,K le 1;C 1:Toler Lifeguard 122 Tcrr y,Jarred LG'1°IG Instructor` Longobardo, 93 Michael LG I-Tower Life uard 123 "Ierzo,Jef ,, LG I:IG`Instructor 9a Lukasik.�ldam I.G I:Tower"Lifeguard 124 I'cslrnan,Tplcr 1:G 1:,'1'o+tier Life uard 95. Macdona Id;I:ric LG It TawerLife 'uard 125 Tharatdson,Rvan 1-6.1:Tower.Lif e•uard 96: Mace.Eric LG I:Toner Life uard 126 `rr 4ciecki,C bfirad LG 1 t ToWei Lifeguard 9.7 Maitland,Roberto LG I:Tower Lifeguard 127 U110a,Jorge LG L.To+t•er Lifeguard_ 98 .Martin Chris LG I:Tower Lire guard 12$ .:Van De Velde.Sam LG L Tower Liftuard 99 Mccormic,l'atr`ick LG I:Tower Life uard 129 Vuoaa;Tun, LG 1:'row&Life uard 100 Mcf-Cod, Erie LG I:1'6cer Lifc uard 130 Waddell.13rdndon, LG 1 Tower Lifeguard 101 Monro;Me an LG 1:,7'o+Ver Lifeguard 131. Wa um Blake_ L{:, 1:'I'o+Ver Lifeguard Montgoincry, 102 Kailq LG I':Tower Lifeguard 132 1 Warden,"Todd LG I c Tower Lifeguard 103 Nadvornick,Warren LC 1•:_Tower Lifc uard 133� Washburn,Daniel LG I.:Tower Lifeguard 104 Nelson,Garrett LG 1:Tower.Lif`ceuard 134 Wull'bavida LG 1:Tower Lifeguard 165 Parkcr.Zack LG 1:Tower Lifc uard '135 Welsh.11,61,11as LG 1:Tower Lifc Hard 106 Nterson;Cldrke LG I:JC-Instructor 136 Werncr,l'orrest, LG I::JG,Instructor It1i 1'ickcring,Matthew. LG 1:Tower Lifc>uard 137 While.Miku LC I::Tow-er Lifc uard 168 Piercc,Catrie LG I:Tower Lifeguard 139 Will iamson;Mor an LG 1::-tower Lifeguard 109 Rainoska.Andre LG I:Tower lifeguard 139 Yourd,Shawn LG 1:JG.Instrucror Ito Reich,Sean LG I:Tower Lifeguard 140 Zhan;,Yanchen LG I:Tower Lifeguard 2. Alternate Staff/Key Personnel (for use only if primary staff are not available) US Ocean Safety does not utilize alternate staff/kcy personnel. Counly of Orange Con.t uet li ar:r-nl2-i 1010397 Page 2G of 33 OC C'210ar111rnity Resriurms-OC POAS HB -177- Item 8. - 34 ATTACHMENT E DEPLOYMENT SCHEDULE Extended 8ea-son (Jan, Feb, Nov,Dec)D Hours of Lifeguard Facility Subject Posit_ion op tio ns Weekend Weekday. Sunset Beach Truck/Sup, MG,- 5717 10aip:-SLIJISO 104111-Sunset Corninand 'The schedule above is an average staffing:level and does not reflect rnin m imu staffinglevel.;Staffing level and houi.-9 of operation may vary due to population,iveath I er,ocean Co'nditions And/or other factors. Extended Season (March, April, Oct Excluding Spring-4teak). Hours of Lifeguard Facility Subject Position Operatiofis Weekend 'Weekday Truck/Sup, MG, I Own-,s6fisct Sunset Beach 571 i 10am-Sunset Command This schedule excludes:Spring Break.The schedule above.is an'average.staffihg.level and'does not reflect minimum staffing level. Staffing level and hours of operation may vary due to populati,,on,,we,atlier,.oceaii conditions and/or other factors. Spring Break (9 days) Hours of Lifeguar4 Faciliih, Subject Position Oper tions Weekend Weekday HQ Dispatch/ HQ I Oam—6pni, 0.anl�'*n Sup,MG,Co M- rnand Tower/LC Sunset 4 1 fan-Spin I him t5p* Tower/LC Sunset 26 11 50jn Sunset Beach 8am- 4prn� 8ani—40M Truck/.�up,SIC 5711 truck I LNIG,Coruniand 5712 1 lam--lam--7pin 1201n—70ni-,I I . The schedule above is an average staffing,level.and does not reflect minimum staffing le.ye-1. Staffi.ng.level and hours of operation may vary due to population, weather,ocean conditions and/or other factors., County of Orange Conlract ifilIA-012-11010397 Pqg=27 of 33 coll"Y11111hyResources-6C Parks Item 8. - 35 HB -178- DEPLOYMENT SCHEDULE(cont?d) Peak Season (Njay, September) Hours of Lifeguard' Facility Subject- Position O eratiions Weekend Weekday - Dispatch/. HQ I-iQ. 14am-6pnt 1 Qam=Gpm Su ,MG,Commatid Tower/LC Sunset 4 I lam-Spin 'Sunset(Beach TrpcWSnii,MG;. 5711 %rn 40ni loam-60ni Truck/'NIC,'Command 5712 Hain 6pm The schedule-aboyp is,an average staffing level and'does not reflect rnininiutn sjiffing,leveL Staffingllevel Md. houirs Ofoperaiion niay yary due to-lio' 1"' nti; weatli r,aeean canditions and/or.other factois. T lUy' -.lY mortal Day Weekend (31days) Hours of Lifeguard Facility, Subject Position, Operations, :Sat/Sun/Mon Weekday Dispatch/ H-0 Su ,MG,Coinniand HQ I Win=6pni Tower/_LG Sunset a 12pm=Spm Tower LG Sunset 17 12p�n-6piii. Sunset Beach. Tower%LG Sunset:26 120nt.-6pm Truck/sub;,11G 5711 8iiiii-4 Truck/.1iC, Command 2712 F2pin-80t* The schedule above:i§an,average staffing level and dies not`reflect minimum staffing;.Cevel..Staffiiig.Ievel aiid Boors of o .erafio»`ntay,vary'due to po uNd" .w_eath-r occan eonditions ariii/or other factors. Colnify of Orange Coi tract 43,44-012-11010397 Pure 28 of 33 OC Conunioniry Resources-DC Parks HB -1 79- Item 8. - 36 DEPLOYMENT SCHEDULE(cont'd) Peak Season (June-Before Summer Recess) Hours of.Life ward Operations Facility Subject Position weekend 1Wch-day . HQ Dispatch f LG/Sup HQ A 8am-.4pni gam::-;:4pm .Dispatch/Coinmand HQ a 1 Iani 7pni 10a01-6pm. Tower/LG: Sunset 4 1 lam-.6pni l2piii-,60iii Tower-1 LG- Sunset 17 l2 ni-6 iit r' it 56nset.13each Tower/LC Sunset 26 1 lam 50n1 Truck I Sup.N1C. 5711 gam-5pni barn-3pm; Truck/M.Coinmano 5712 1 lam-7ptii llatn;=""7ptn' The schedule above is an average staffing level and does not reflect tninimuni staffing level:•Staffing level arid' hours of operation inay vat-diie"to population;weather,ocean conditions atidlor:other.:factors Peak-Season Summer Recess Hours of.Lifeguard Facility Subject Position O aerations Weekend. Weekday Dispatch/LG,Sup HQ A 8anr-_4pm Sam-4pin HQ Dispatch/C,ommand HQ B 1 Oani-6pnr l0am;-.6pni. Truck%Sup,NIG 5781/Dispatch 12pm-8pm' '`12pni-8pin Tower PLG Sunset 5ani-5pm 9an1--'5p1n' Tower.,/LG Sunset 8 l Tani-7 m I lam T m Tower./LG Sunset 12 12"m'-7 ni 12 in'=7 ni Tower/LG Sunset.17" IIam-7 to IIam-`7 ni Tower/LG Sunset22. 1lam-7pm limn,-.7pin Sunset Beach Tower/LG Sunset 26 10ani-6 ini. l0anf7-6 iiii' Roving/LG Sunset Relief 12 in 7 in 12)m-7 rn Tucli/Sup,MG 5711A 8am-4pm 8ahi-4pni Truck/114G Co:mmaud 5711B Truck/Sup 5712 1 pin-8pni, Ipin 8pm The schedule above is an average stpffing.level.and.does not reflect minimum staling Level.Staffing level.and hours of o oration ma var y duc to population,Nveathcr,ocean conditions aiidlorothcr factors. Cotorlp of Orange Contraci .1/A-012-11010397 Piige.29 of 33 'C'oninurnio Resources-OC Parks Item 8. - 37 HB -l.so- EXHIBIT A. See Map of Count), Beach count t q f ora++ge Contract=01A-012-1101 W 97 Page 30 df 3 3' OC Comm illy Rexources-OC"Parks. I-Is -181- Item 8. - 38 EXHIBIT B Count- y of Orange Child Support Enforcement Certification Requirements lit order to comply with child support enforcement requirements of the County of Orange,within ten(10) days of award of Contract,the successful Contractor must furnish to the Contract Administrator; Purchasing Agent or the agency/department Deputy Purchasing Agent: i. In the'case of an individual Contractor, his/her name, date of birtha Social Security number,'and residence address; 2. In the case of a Contractor doing business in a form other than as an individual, the nalne,,date of birth,.Social Security number,and residence address of each individual Who owns an interest of 10 percent or more in the contracting entity, A certification that the Contractor has fully cbri plied with all applicable federal and state reporting,requirernents regarding; its employees;and A certification that the-Contractor has fully complied with all lawfully served'Wage'and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. The certifications will be stated as follows: -"1 cer•t��than � �(aa.n +t is!!1 f1111 Gvlrr�hcrlJc�-rs?rth crfl crlr flcahle,deral. and"state rehorlhig r egtiireirre»ts-regirl-clirrg its eurplcyyees and ivilh all lcnr full)1 served Wage and Earnings Assignment Orders,and Arolices of-Assignments and will'continue-to be in comlVirnrce ,ily-puglrorn the terra of Corrlract »vith the County of Orange. "1 le tell tligt ftr litre-�o comply shall constitute ca numerical breach of the Contract and flirt failure to cure such breach witluti len (10)cralerrdtar cl(wv cif n atice f•our the County shall c:onstilrrle grounds for terarrinution of the Contract. It is expressly understood that this data wil l be transmitted-to governmental agencies charged with the establishment and enforcement of child support orders and for rio other purposes and will be held confidential by those:agcncies. Failure of the contractor to timely st brnit the data and/br certifications required above or to"comply,'With all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage.and Earnings Assignment Orders and Notices,of Assignment shall constitute a.materhil breach of the Contract. Failure to cure such breach within ten (10)calendar days of notice from the County shall constitute grounds for termination of the Contract. The successful Contractor may use the forms supplied herein.to furnish required information listed above. Count, of Orange Contract#A14-012-!1010397 Page 31'of 33 "Community Resotorces-OC Parks Item 8. - 39 HB -182- County of Orange.Child Support Enforcement Ceftifteation Requirements(cont d). A; In the_case of'an individual Contractor, :his/her mine, date of birth, Social Security number, and residence address: Naiiae: 110H. Social:Security No: Residence.Address: B. It!Ahe case:'of a:Contract r d ng:business iii a form t�ther:tliaii as'an rndividual,`thd Maine,date of- birth, Social Security number,,and residence address of each iniyidual.who owns an interest.of tent (i 0j percent:or more in the contracting entity: Nairie: Social Se unity No:. Residence Address: Name D.O.I3: Social: ccun'ty Not Residence Address.' Name: Social,Security No: Residence Address: (Additional sheets may be used if,necessary). ['srlagv ofOrdage' Coa(rucY#AIA-0 11-11 9 1 03y7 lunge 32'of33 OC C'anlmunily Wsotaves-OC'Parks xB -183- Item 8. - 40 C. A certification that the Contractor has fully-coniplied with all applicable federal and state reporting requirements regarding its:employees;-and D. A certification that the Contractor,has fully complied with all lawfully served Wagez and Earnings Assigtunent.Orders'and Notices of.Assigmnent and will continue to so comply: "I certify that US.Ocean Safety, Inc. is rn full compliance with all applicable federal and state reporting regitirenients regarding its employees.and iyith all lai f filly s&Ved Wage and Earnings Assignment Orders and Notices of`Assigno0as and Will:continireto,be in coniplr'dk-e.Ilrr`e?ugfiput Me term,;of Contract#MA-012-11610107 with the CottrIty of Orange.I:arnderstand that faiht to comply shall constitute a rnaleHal breach of the Comma and thatf dare to cure such breach within.tent,(10)calenddi•days of notice f'tim the Coutrty-shall cotistitute grortttds for ter iiiination_of the Contract. Authorized Signature Print Name Title: C'ololty of Orange Cantracl 1t,19A-0r2-11010397 Page 33 pf-33 OC Cormumil,Resaerrces-OC Parks Item 8. - 41 xs -184- r I , ��i � r[,+" �O ' `.5$''j ti;•'tart • byJl��Rt�` `�'�� �� '�.- f� i LS "AT IfR t}W OY• �:v-Jl� ..�:' �f\� ri,V r a � .f���r�; `'N • ' � } K !► ems,,\ � !� Q It J,�l� •L 'L4 ��', st ,�� '"j �.'_\ `�}4 t'}:,'�:� `Mf,:' v/-. -s II � tt '� �'S1lt�V�.c ` �(err ►f'4�q[�1 Y [ O �, tt`'�. �] , •` { fAt`�" 1 e.S{ t� ! IL}rvj. 7�IY" � !�1 y�r3 i I�1'j ,+� �i ♦. tl�.sf�/i r .s ���ryyl )i. - I r.ti�� t li !}.yid J.1t f})}0 �f 'si`':�� �.- J'r,� t', .•! � q�j� i _ t � - t`f vLl �Ri, mitt `'�• � 1 rl s r``..ic f � 1 ; c Sr'r/fl°';i,t- t.\ 1 4 *` 6 k r, 7 r1 i t.. 1 !.1 r 1 j'.�♦ t 1 S: ���� i{ � ,, �� �£',ri\C� . t r - � gip: t [ i4 r, aX�`y'f`}• �� .t 1 t F � S�utl� Pac lf�C 1V C11LIe 13t_twi n !lncluson Street 1Vallicl Street I y�UI1S: t 13C C 1 A ' '