HomeMy WebLinkAboutFriends of Shipley Nature Center - FSNC - 2004-11-01 ` Dept. ID CS 14-024 Page 1 of 2
Meeting Date: 11/17/2014
7
CITY OF HUNTINGTON BEACH
REQUEST FOR. CITY COUNCIL ACTION
MEETING DATE: 11/17/2014
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Janeen Laudenback, Director of Community Services
SUBJECT: Approve Amendment No. 2 to the Friends of Shipley Nature Center
Memorandum of Understanding for a five-year extension
Statement of Issue:
After a successful five year term and a five-year extension, it is requested to extend the
Memorandum of Understanding (MOU) between the City and Friends of Shipley Nature Center for
the operation and improvement/restoration of the nature center.
Financial Impact:
Not applicable
Recommended Action:
Authorize the Mayor and City Clerk to execute and approve, "Amendment No. 2 to Memorandum of
Understanding Between the City of Huntington Beach and Friends of Shipley Nature Center."
Alternative Action(s):
Do not approve the amendment for the extension and direct staff accordingly.
Analysis:
Due to budget reductions, the Nature Center was closed in 2001. The community started a
grassroots movement and created the Friends of Shipley Nature Center (FSNC). It began working
with the City to improve the center. In 2004, City Council approved an MOU with FSNC to operate,
improve and restore the nature center per the master plan approved by City Council on April 5,
2004. Amendment#1, a five-year extension was approved on November 16, 2009.
a
The nature center is currently open under the leadership of FSNC and, with City approval, conducts
workdays, fundraisers, and tours as well as restoring the nature center.
The Memorandum of Understanding establishes areas of responsibility of the City and FSNC for the
operation and maintenance of the center. Main points of the MOU include the City's obligation to
provide access to the facility for authorized FSNC activities, a staff liaison to interface with FSNC
and, based on manpower and budgetary constraints, to assist with grant applications for joint funds
for capital improvements and operation, in-house printing of brochures and flyers of up to 1,000
one-color ink pages per month, to maintain the perimeter fence, and waive any and all pertinent
permit fees because the center is city property. Under the conditions of the MOU, FSNC has
maintained a 501(c)(3) non-profit status and liability insurance with the city as additionally insured;
performed maintenance of the facility including eradication of non-native plant species;
uB -47 1- Item 12. - I
Dept. ID CS 14-024 Page 2 of 2
Meeting Date: 11/17/2014
implemented additional planting and watering of trees; obtained all necessary permits for
improvements to the site; and renovation of the center based on the approved master plan.
Based on the outstanding efforts of the FSNC to operate, maintain, and improve the Shipley Nature
Center, staff recommends approval of a second amendment for the MOU extension.
Environmental Status:
The master plan for renovation of Shipley Nature Center received a Notice of Exemption on August
18, 2004 from the County of Orange.
Strategic Plan Goal:
Improve long-term financial sustainability
Attachment(s):
1) Amendment No. 2 to Memorandum of Understand Between the City of Huntington Beach
and Friends of the Shipley Nature Center.
2) Amendment No. 1 and Original Memorandum of Understanding between the City of
Huntington Beach and Friends of the Shipley Nature Center.
Item 12. - 2 14 B -422-
AMENDMENT NO. 2 TO MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF HUNTINGTON BEACH
AND FRIENDS OF SHIPLEY NATURE CENTER
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as
"City," and FRIENDS OF SHIPLEY NATURE CENTER, INC., a California
corporation, hereinafter referred to as "FSNC."
WHEREAS, City and FNSC are parties to that certain agreement dated November
1, 2004, entitled"Memorandum of Understanding Between the City of Huntington Beach
and Friends of the Shipley Nature Center,"which agreement shall hereinafter be referred
to as the "Original Agreement," and
On November 16, 2009, City and FNSC executed Amendment No. 1 to the
Original Agreement, which extended the term of the Original Agreement for five (5)
additional years; and
City and FSNC wish to again extend the Term for an additional five (5) years,
NOW, THEREFORE, it is agreed by City and FSNC as follows:
1. EXTENSION OF TERM
The term of the Original Agreement, as amended by Amendment No. 1, is
extended for five (5) additional years. The Original Agreement shall now expire on
October 31, 2019.
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
by their authorized officers onO
1
14-4415/113421
FRIENDS OF SHIPLEY NATURE CENTER, CITY OF HUNTINGTON BEACH, a
a Cal' is corporation municipal corporation of the State of
California
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ITS: (circle one) Secreta Chief Financial
Officer/Asst. Secretary-Treasurer
Dir ctdr of unity Services
REVIE D APPROVED:
AP OVED AS TO,FORM:
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City Attorne fv\\1--l o-q l j
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CERTIFICATE OF LIABILITY INSURANCE 2/5/2014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policyfies)must be endorsed. If SUBR.OGATtON IS WAIVED,subject to
the terms and conditions of the policy.certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endomement(sl.
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PRODUCER -iei osornio
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Huntington Beach CA 92648-4209 iNSURERA:Nonprofits Ins. Alliance of CA
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P 0 Box 1052 INSURER D
lHuntington Beach CA 92647 INSU13ER F:
COVERAGES CERTIFICATE NUMBERMaster REVISION NUMBER,
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INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR.CONDITION OF ANY CONTRACT OR OTHER DOCUMENT MATH RESPECT TO WHICH THIS
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EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLA-JMS
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DESCRIP'nON OF OPERATIONS 1 LOCATIONS I VEHICLES;Attach ACORD 184,Additional Remarks Schedule,it mom she is required)
The City of Huntington Beach, its Officers, elected or appointed officials, euployees, agents and
volunteers are named as additional insureds with respects general liability polloy limits- BE- All
insured California operations
CERTIFICATE HOLDER. CANCELLATION
SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS,
2000 Main Street
Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE
A Daniel Osorn io/DAN
ACORD 25 f2610/051 <D 1988-2010 ACORD CORPORATION, All rights reserved.
INS025 ixim, The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 2014-13278-NPO COMMERCIAL GENERAL LIABILITY
CG 20 37 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERSr LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LL48IUlY COVERAGE PART
SCHEDULE
Name of Person or Organization:
The City of Huntington Beach, its officers, elected or appointed officials, employees,
agents and volunteers
Job Location:
Information Required to complete this Schedule,If not shown above,will be shown on declarations.
Section 11—Who Is An Insured is amended to include as an additional insured the
person(s)or organization(s)shown in the Schedule, but only with respect to liability for-bodily
injury'or'property damage"caused, in whole or in part, by"your work"at the location
designated and described in the schedule of this endorsement performed for that additional
insured and included in the"products-completed operations hazard".
CG 20 37 07 04 (D ISO Properties, Inc., 2000 Page I of 10
October 8, 2014
David Dominguez
Community Services
City of Huntington Beach
Dear Dave:
The Friends of Shipley Nature Center have enjoyed the relationship with the City of
Huntington Beach since 2004. That relationship is established in the Memorandum
of Understanding originally dated November 24, 2004. The MOU has been renewed
and is now time to renew it again.
The FSNC is delighted to once again request the five year renewal of the MOU with
the City. We find no need for changes to the document.
I am attaching the Certificate of Liability Insurance currently in force for FSNC.
Please notify me if this process requires additional information.
We look forward to our continued association with the City. Thank you for all of
your assistance with this process and throughout the years.
Sinc y,
Ka ryn E. d, Pre i ent
Friends of i ley Natu enter
P.O.Box 1052- Huntington Beach,CA 92647. 714.846.0916 shipleynature@yahoo.com o www.fsnc.org
ATTACHMENT #2
Council/Agency Meeting Held: /Z_/6 :::�o
Deferred/Continued to:
�&pp Signat�ved 0 Conditionally Approved Denied El
QI
Council Meeting Date: 1 1/1 612009 Departn(en/t ID Number: CS 09-013
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL ME6BERS
SUBMITTED BY: FRED A. WILSON, CITY ADMINISTRATOR/��,
PREPARED BY: JIM B. ENGLE, COMMUNITY SERVICES DIRECT
SUBJECT: APPROVE AMENDMENT NO. I TO THE FIVE-YEA eEXTENSION
FOR THE FRIENDS OF SHIPLEY NATURE CENTER MEMORANDUM
OF UNDERSTANDING
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,AttachmentI(s)
s Statement of Issue: After a successful five year term, there is a need to extend the
Memorandum of Understanding (MOU) between the City and Friends of Shipley Nature
Center for the operation and imp rovement/restoration of the nature center.
Funding Source: N/A
Recommended Action: Motion to:
1. Approve Amendment No. 1 to the Memorandum of Understanding between the City of
Huntington Beach and Friends of Shipley Nature Center, and
2. Authorize the Mayor and City.Clerk to execute same.
Alternative Action(s): Do not approve the amendment for the extension to the
Memorandum of Understanding between the City and Friends of Shipley Nature Center; or
recommend changes in terms and direct staff to take back to FSNC
Analysis: The Nature Center was closed in 2001 due to budget reductions. The
community started a grassroots movement and created the Friends of Shipley Nature Center
(FSNC). It began working with the city to improve the center. In 2004, City Council approved
an MOU with FSNC to operate and improve/restore the nature center per the master plan
approved by City Council on April 5, 2004.
The nature center is currently open under the leadership of FSNC and, with city approval,
conducts workdays, fundraisers, and tours as well as restoring the nature center.
KB -429- Item 12. - 9
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 11/16/2009 DEPARTMENT ID NUMBER: CS 09-013
The Memorandum of Understanding establishes areas of responsibility of the city and FSNC
for the operation and maintenance of the center. Main points of the MOU include the city's
obligation to provide access to the facility for authorized FSNC activities, a staff liaison to
interface with FSNC and, based on manpower and budgetary constraints, to assist with grant
applications for joint funds for capital improvements and operation, in-house printing of
brochures and flyers of up to 1,000 one-color ink pages per month, to maintain the perimeter
fence, and waive any and all pertinent permit fees because the center is city property. Under
the conditions of the MOU, FSNC has maintained a 501(c)(3) non-profit status and liability
insurance with the city as additionally insured; performed maintenance of the facility including
eradication of non-native plant species; implemented additional planting and watering of
trees; obtained all necessary permits for improvements to the site; and renovation of the
center based on the approved master plan.
Based on the outstanding efforts of the FSNC to operate, maintain, and improve the Shipley
Nature Center, staff recommends approval of the amendment for the MO U extension.
Stra ec0c Plan Goal: Maintain, Improve and Obtain Funding for Public Improvements.
Environmental Status: The master plan for renovation of Shipley Nature Center received a
Notice of Exemption on August 18, 2004 from the County of Orange
Affachment(s):
1 Amendment No. 1 to the Memorandum of Understanding Between the
city of Huntington Beach and Friends of Shipley Nature Center
2. Memorandum of Understanding Between the City of Huntington Beach
and Friends of Shipley Nature Center
-2. 1119/2009 2:33 PM
Item 12. - 10 IJB -430-
ATTACHMEfVT # 1
AMENDMENT NO. I TO MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF HUNTINGTON BEACH
AND FRIENDS OF SHF-PLEY NATURE CENTER
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as "City,"
and FRIENDS OF SHIPLEY NATURE CENTER, INC.,a California corporation,hereinafter
referred to as "FSNC."
WHEREAS,City and FSNC are parties to that certain agreement dated November 1,
2004,entitled"Memorandum of Understanding Between The City Of Huntington Beach And
Friends Of The Shipley Nature Center,"which agreement shall hereinafter be referred to as the
"Original Agreement,"and
City and FSNC wish to extend the Term of the Original Agreement for five(5)
additional years,
NOW, THEREFORE,it is agreed by City and FSNC as follows:
1. EXTENSION OF TERM
The term of the Original Agreement is hereby extended for five(5)additional
years.The Original Agreement shall now expire on October 31,2014.
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of the
Original Agreement shall remain in full force and effect.
REST OF PAGE INTENTIONALLY LEFT BLANK
Item 12. - 12 1-113 -432-
IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed
by their authorized officers on_&&M667-k /6 2009.
FRIENDS HIPLEY NATURE CENTER, CITY OF HUNTINGTON BEACH, a
a Calif: is orporation municipal corporation of the State of
California
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Qrint name
ITS: (circle one)Chairrnanl,—widen ice President >1ayor
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C:5!c:e:r sst. Secretary-Treasurer
Dir t of Community Services"f
VIE JAPPROVED: 'A r-PPROVED TO FOR
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If. , ., City Attorney
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1113 -433- Item 12. - 13
ATTACHMENT #2
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF
HUNTINGTON BEACH AND FRIENDS OF THE S IPLEY NATURE CENTER
THIS MEMORANDUM OF UNDERSTANDING C' OU")is made and entered into on
by and between the CI I` OF . TINGTON 3EACH, a ..
municipal corporation of the State of California(hereinafter referred to as"City"), and FRIENDS
F SHIPLEY NATURE CENTER,a California corporation(hereinafter referred to as"FSNC").
VTHEREAS, City currently operates the Central Park area in Huntington Beach, which
includes an area dedicated exclusively by the Huntington Central Park Master Flan for use as the
Shipley Nature Center(hereinafter referred to as "Shipley"); and
City wishes to provide its citizens with a quality recreational area; and
FSNC zvishes to enter into an agreement with City for operation and maintenance of Shipley
e NOW; RED ,for and in consideration of the promises and covenants hereinafter
contained and intending to be legally bound,the parties covenant and agree as follows:
SECTION 1. TERM
This MOLT will become effective on the date it is approved by the City Council of the City
and shall terminate five (5) years thereafter, except with respect to any obligations hereunder which
are to be performed thereafter. Upon mutual written consent of the parties,this Agreement may be
extercld for..addititnal five erms.
SECTION 2. OBLIGATIONS OF CITY
The obligations of City pursuant to this Agreement shall be as follows:
city employee will be available periodically to interface with FSNC relative to providing
information and access to Shipley. Due to budget constraints, this assistance will be
03agmelshgpiey/3t2/04 j
HB -435- Item 12. - 15
• k
provided on a prearranged, as-needed basis by staff assigned through the City's Facilities,
Development and Concessions Manager.
City has agreed to hire a consultant to prepare a master plan for Shipley. The approval
process for thus master plan will-in:clude approval by FSNC; ttie E viro ental Board
Nature Center Subcommittee, and the Community Services Commission; with ultimate
approval by City Council.
$ City staff will,whenever possible within manpower and budgetary constraints, assist FSNC
as well as continue to provide assistance to other groups such as the Tree Society with grant
applications to seek joint funds for Shipley capital improvements as well as operational
ftinding.
* The City will waive peftn`t fees since it is City property.
-City is currently working.with the Orange County Conservation Carps, and Rainbow
w.
Disposal;to clear and grub the non-native vegetation on site. The City has received a
commitment from Rainbow Disposal to provide donations of Round--Up and Rodeo to be
used periodically to eradicate the new growth of Arando, and other non-native vegetation.
Note: FSNC has secured a volunteer with proper certification to perform the periodic
spraying of herbicides.
City will provide access to the facility for authorized FSNC activities, The access will be
provided by a city.erriployee or keys assigned o specific individuals'Avithin FSNC who'wrll' . .
be responsible for opening/closing of the facility. The access is being provided for
authorized activities only. Authorized activities will include watering trees, maintenance,
fundraisers, tours, educational activities and monitoring, etc. The purpose of this section is
to ensure that access to FSNC is for official, authorized events or activities relating to the
Item 12. - 16,eeshipieyim/. 11B -436-
renovation, operation, or fundraising goals of the organization. This is to protect City and
FSNC from unauthorized activities that are a potential liability issue for City and FSNC.
City will assist FSNC by providing a reasonable amount of in-house printing of brochures,
flyers;and�other promotional material,ncit:te exceed a toil amount of 1 0`cin -color.ink .
pages per month. In the event that out-sourcing of printing becomes necessary, FSNC will
become responsible for their own printing.
• City will provide a liability waiver form that will list FSNC and City and will be completed
by all volunteers entering Shipley. This will provide protection to FSNC as well as the City.
• City will maintain signage at Shipley indicating that the City and FSNC have entered into a
public/private partnership to renovate and operate Shipley. Specific language will be
approved by both parties. The sigraage will be placed below the directional sign that exists
at the.Central Park.Drive parking lot,.,,Bath signs wall include.,
e FSNC contact number.
• Where possible, City-*III assist FSNC with the procurement of equip ent needed far
activities conducted at Shipley. This will be with due consideration of City liability,
manpower and fiscal constraints.
• City will maintain and repair the chain link perimeter fence at Shipley.
• City will assist FSNC with the dissemination of flyers and ether material at community
facilities, such as recreation centers.
_ City wall assist VSNC by providing facilities for eetih s t ity-Services public
buildings, such as recreation centers, at no rental fee, for Shipley purposes only.
• City will support Shipley and FSNC as defined within s Agreement with the
understanding that City has significant fiscal constraints.
03agree/shipley/3/2/04 3
BB -437- Item 12. - 17
SECTION 3. OBLIGATIONS OF FSNC
FSNC shall provide City with the following to support their overall involvement rArith
r•
Shipley:
o FSNC-uvill.lirov d'e a so edule.of ail activities for review arl ro al by:'' The.City
liaison will be the Facilities, Development and Concessions Manager unless otherwise
designated by the Director of Community Services.
o FSNC has indicated they could provide a volunteer with the necessary certifications to spray
herbicide provided by the City to eradicate the new growth of non-native plant material. If
"s volunteer is not available,the City and FSNC will endeavor to work together to seek a
solution to maintain the spraying schedule or seek an alternative solution.
o FSLIC will hand water the trees in containers until they are properly planted.
o FSNC may plant trees within Shipley with City's prior written approval,as long as the
planting is in accordance with the approved master plan: OiAtership csf all_plants,trees and
ether landscape materials donated by FSNC shall pass to City upon installation at Shipley.
o FSNC may schedule and lead docent tours and conduct other appropriate events for
volunteer groups such as clean-up days and fundraisers.
o FSNC will maintain and show actual proof to City, through the State of California,of its
01(c)(3)non-profit status.
FSNC,with'the review and approval cfthe City,may ll t i the site to sup ort the
FSNC such as California native plants, t-shirts, etc.
o FSNC may distribute membership and event flyers from Shipley.
o FSNC may place a separate telephone line into Shipley. It will be the sole responsibility of
FSNC to pay for the telephone installation and monthly service cost.
t
Item 12. - 18 HB -43 8-
o FSNC may utilize a section of the wall of the Interpretive Center(specific areas to be
mutually agreed upon by FSNC and the City) within Shipley for displays for FSNC.
o FSNC has discretionary authority for educational displays in the Interpretive Center.
o _.FSW shall have a°nori=exclusive nght.to use the 6uildirig ct cpnients'thereof f6t such
activities as reasonable, necessary.and consistent with the purpose of this Agreement. FSNC
may install fixtures or construct permanent structural modifications to the building with
City's prior written approval. Ownership of any such fixtures or modifications shall pass to
City upon installation or completion thereof.
o FSNC will obtain any and all required permits necessitated by improvements or
modifications made within Shipley, including the interpretive building.
SECTION 4. ACCESS TO CITY MARKS AND LOGOS
FSNC shall have the right to use the official Huntington Beach City logo, surfboard logo,
and City's'Surf City Huntington.Beach"trademark with.the prior written approval of Ci#y's
Director of Conununity Services before using any of these logos or trademark, which approval shall
be at the sole discretion of the Director. Note: The surfboard logo is not the property of the City.
Neither logo will be used by FSNC for commercial purposes.
SECTION 5. HOLD HARMLESS
FSNC shall protect,defend,indemnify and hold harmless City,its officers, officials,
ern , o `ens,and agents from d against.any and all liability, loss; d age; expenses, costs
l 5
(including without limitation, costs and fees of litigation of every nature) arising out of or in
connection with performance of this MOU or its failure to comply vvith any of its obligations
contained in this MOU except such loss or damage which was caused by the sole negligence or
willful misconduct of City.
03agreclsh`spteyf3l2!!04 J
-�B -439- Item 12. - 19
SECTION 6. WO S' COMPENSATION INSURANCE
t `
Pursuant to California Labor Code Section 1861, FSNC acknowledges awareness of Section
3700 et seq. of said Code,which requires every employer to be insured against liability for workers'
eompensatiori, FSNC covenants tat'it will comply with such provisions prior trf co ;eneing a
performance of the work hereunder.
FSNC shall maintain workers' compensation insurance in an amount of not less than One
Hundred Thousand Dollars ($100,000)bodily injury by accident, each occurrence, One Hundred
Thousand Dollars($100,000)bodily injury by disease,each employee,Two Hundred Fifty
Thousand Dollars($250,000) bodily injury by disease,policy limit.
FSNC shall require all subcontractors to provide such workers' compensation insurance for
all of the subcontractors' employees. FSNC shall furnish to City a certificate of waiver of
subrogation under the terms.of the workers' compensation insurance and FSNC shall similarly
require7all subcontractors to`waive subrogation.*`
SECTION 7. GENERAL LIABILITY INSURANCE
In addition to the workers' compensation insurance and FSNC's covenant to indemnify City-.
FSNC shall obtain and furnish to City, a policy of general public liability insurance, including
motor vehicle coverage. Said policy shall indemnify FSNC, its officers, agents and employees,
while acting within the scope of their duties,against any and all claims arising out of or in
connection with this Agr`eemerit;and shall rtivde coverage in not less than the f®Mowing aiYiourt;
combined single limit bodily injury and property damage, including products/completed operations
liability and blanket contractual liability, of$1,000,000 per occurrence. If coverage is provided{
under a form which includes a designated general aggregate limit, the aggregate limit must be no
less than$1,000,000. Said policy shall name City, its agents, its officers, employees and volunteers
Item 12. — 20,,1,hip1ey1312M HB -440-
as Additional Insureds, and shall specifically provide that any other insurance coverage which may
be applicable shall be deemed excess coverage and that FSC's insurance shall be primary.
Linder no circumstances shall the above-mentioned insurance contain a self-insured
rtetian, or a`<dedtitrle''or and othe ..rimilar form cif timitatiozi on the regii'ired coverage
SECTION 8. ASSIGNING AS BREACH
Neither party shall encumber, assign, or otherwise transfer this MOU, or any right or interest
in this MOU, without the express written consent of the other party. A consent by a party to one
assi ent or transfer to another person shall not be deemed to be a consent to any subsequent
assignment or transfer to another person. Any encumbrance, assignment or transfer, without the
prior written consent of the other party, whether it be voluntary or involuntary, by operation of law
or otherwise, is void and shall, at the option of the other party,terminate this MOU.
SECTION 9. S BINDING ON SUCCESSORS
All the terms; covenants and conditions of this MOU shall inure to the benefit of and he binding
upon the parties and their successors and assigns. The provisions of this Section shall not be deemed as
waiver of any of the conditions against assignment hereinefore set forth.
SECTION 10. CONFLICT OF INTEREST
FSNC shall employ no City official nor any regular City employee in the work performed
pursuant to this MOU. No officer or employee of City shall have any financial interest in this MOU
in violation of the applicable pr visiors of the California tJovernment Code:
SECTION 11. PHOTOGRAPHY
City may grant permits to persons engaged in the production of still and motion pictures,
television programs, advertising and related activities, to take photographs and/or motion pictures of
Shipley activities. However, consistent with good safety practices, City will endeavor to give 24-
hour advance notification of such activities to FSNC. In addition, if City receives compensation
03aareetshipleyt312104 HB -44 1- Item 12. - 21
from such persons for such production within Shipley, City will grant 50% of such compensation to
FSNC for support ofFSNC's Shipley-related activities.
SECTION 12. hjONDISCLOSU S/P"RESS RELEASES
FSNC shall consult with City prior to issuing any press xelases or othe se n� any
public statements with respect to this MOLT, the transactions contemplated herein, or matters arising
herefrom.
SECTION 13. CUMULATIVE REMEDIES
The remedies given to the parties in this MOU shall not be exclusive but shall be cumulative
and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this MOLT.
SECTION 14. WAIVER OF BREACH
The waiver by City of any breach by FSNC of any of the provisions of this MOU,
irrespective of the length oftime for which such failure continues, shall not constitute a waiver of
such breach or a waiver of subsequent breach by FSNC either ofthe wine or another pro"Slon
of this MOU.
SECTION 15. FORCE MAJEURE- UNAVOIDABLE DELAYS
Should the performance of any act required by this MOU to be performed by either City or
FSNC be prevented or delayed by reason of an act of food, strike, lockout, labor troubles, inability
to secure materials, restrictive governmental laws or regulations, or any other cause(except
fiparacial inability) riot die fault of the party required to perform the act, the time.for perform ce of:
the act will be extended for a period equivalent to the period of delay and performance of the act
during the period of delay will be excused. `
SECTION 16. NOTICE
y written notice, given under the terms of this MOU, shall be either delivered personally or
l; mailed, certified mail,postage prepaid, addressed to the party concerned, as follows:
Item 12. — 22:efshipiey,3/2I04 HB -442-
' City . FC
Director of Community Services Friends of Shipley Nature Center
City of Huntington BeachAttn: President
2000 Main Street, P.O. Box 190 P.O. Box 1052
tingto Beach,.CA 92648, Huntington Beach, CA9'264'7
Phone..:( 1 )$3 -5291
Phone(71 ) 42- 77
If a party desires to change the address for notices set forth herein, said party will provide 30
days advance written notice to the other party of any such change.
SECTION 17. ATTO Y'S FEES
In the event suit is brought by either party to enforce the terms and provisions of this MOU
or to secure the performance hereof, each party shall bear its own a rney's fees. The prevailing
party shall not be entitled to recover its attorney's fees from the non-prevailing party.
SECTION 18. CONTROLLING LAW AND VENUE
r. Therights an liabilities of the,parties, and.the retation and construction this'
C? 1,
shall be determined in accordance with the laws of the State of California. Any controversy arising out
of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in Orange
County, California.
SECTION 19. SECTION TITLES
The section titles in this MOU are inserted only as a matter of convenience and for reference,
and in noway.define, emit or describe the scope of intent of this MOU or in any way affect this MOU.
SECTION 20. TIME OF ESSENCE
Time is of the essence with respect to all provisions of this MOU in which a definite time for
performance is specified including, but not limited to, the expiration of this MOU.
03agree/shigley1312/04 0 HB -443-
Item 12. - 23
SECTION 21. SURVIVAL OF INDEMNITIES
Termination of this MOU shall not affect the right of City to enforce any and all inde 'ties
given or made by FSNC under this MOU,nor shall it affect any provision of this MOU that expressly
shies that,t .e provision shall surwi-Ve termination tlier of
SECTION 22. NO LIABILITY OF CITY OFFICIALEMPLOYEES OR AGENTS
No elective or appointed City or City affiliated board, commission or member thereof,or
officer, official, employee or agent of City shall be personally liable to FSNC, its successors and
assigns, of any default or breach by City under this MOU or for any amount which may become due to
FSNC, its successors and assigns,under this MOU or for any obligation of City under this MOU.
SECTION 23. TERMINATION
This MOU may be terminated by either party with or without cause upon sixty(GO) days ,
notice in writing.
`SECTION 24. MOU IN WRITING
This MOLT contains and embraces the entire agreement between the parties hereto and neither it
nor any part of it may be changed, altered, modified, limited or extended orally or by any other
agreement between the parties unless such agreement be expressed in writing, signed and
acknowledged by City and FSNC, or their successors in interest.
SECTION 25. PARTIAL INVALIDITY
Should any grovisidn of this MOU be held by a court ofcortipetent jurisdiction.to be�€t er
invalid, void, or unenforceable, the remaining provisions of this MOU shall remain in full force and
effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are knot
materially impaired.
Item 12. - 24, hj,,,yr3,z,o, HB -444-
SECTION 26. MOU IN COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed an original, but all
f which taken together shall constitute one and the same document.
SECTION 27 NO'71TLEINTEREST
No title interest of any kind is hereby given and FSC shall never assert any claim or title to
Shipley, Central Park or any other public property. Use of Shipley by FSNC is non-exclusive,and
Shipley shall at all times during its operating hours remain open for use by the public.
SECTION 2 . ENTIRETY
The foregoing sets forth the entire agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed by and
through their,authorized officers the day, month and year first above written.
..FRIENDS OF..SHIPLEY,NATURE CENTER, CITY OF HUNTINGTON BEACH, a
INC , a Calicirnaa c€rporation; €nuicial coip€�rtiou ofthe State of Iilorna
y:
Z2�
Ma r
print name_
ITS:(circle one)Chairrn residers ice President ATTEST:
D
A".1
City Clerk 11 f /
! print name
ITS.(cit le one)Secretary hief Financial placer, sst. .:. A PTLOVED'AS TO FORM
Secretary—Treasurer
REVIEWED AND APPROVED: it Attorney U p
INITIATED AND APPROVED:
k-t—y�ist
hector of Comm n ty Services
61
03agreetshipley,3f2l04 1
HB -445- Item 12. - 25
RCA ROUTING SHEET
WITIATING DEPARTME1 Community Services Dept.
SUB
JECT: Shipley Nature Center MOU
COUNCIL MEETING DATE: November 16, 2009
ATTACHMENTS T T
Ordinance (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable
Tract Map, Location Map and/or other Exhibits Attached ❑
Not Applicable �
Contract/Agreement (w/exhibits if applicable) Attached ❑
(Signed in full by the City Attorne ) Not Applicable ❑
Subleases, Third Party Agreements, etc. Attached
(Approved as to form by City Attorney) Not Applicable
Certificates of Insurance (Approved by the CityAttormey) Attached ❑
Not Applicable El
Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑
Not Applicable
Bonds (If applicable) Attached ❑
Not Applicable z
Staff Report (If applicable) .Attached ❑
NotApplicable z
Commission, Board or Committee Report (If applicable) Attached ❑
Not Applicable z
Findings/Conditions for Approval and/or Denial Attached ❑
Not Applicable z
EXPLANATION.FOR MISSING G AVACI- ENTS
VIEWED RUM_ FOR Alk- DED
_. .
Administrative Staff
De City Administrator (Initial) TV 6 )
City Administrator (Initial) ( )
City Clerk
IE XP
LANATION FOR RETURN F ITEM:
s , a
RCA Author: Engle x54 5
Item 12. - 26 HB -446-
City of Huntington Beach
2000 Main Street Huntington Beach, CA 92648
" -a OFFICE
®g/V��pFgp,THE CITY CLERK
OAN
T•{$44, V L. FLYNN
CITY CLERK
November 17, 2009
Friends of Shipley Nature Center
Attn: President
P 0 Box 1052
Huntington Beach, CA 92647
To Whom It May Concern:
Enclosed for your records is a copy of Amendment No. 1 to the Memorandum of
Understanding between the City of Huntington Beach and the Friends of Shipley Nature
Center.
Sincerely,
Joan L. Flynn, CMC
City Clerk
JF:pe
Enclosure
G:f611owup:agrmtltr
Sister Cities: Anjo, Japan ® Waitakere, New Zealand
HB -447- (Telephone-714-52Item 12. - 27
L-ej 'n L/C
cog 0 j�-A-
Council/Agency Meeting Held:—I/
Deferred/Continued to:
01 — S-i g n—a (of
?kApproved 0 Conditionally Approved Ll Denied WW7 wU
Council Meeting Date: November 1, 2004 Department ID Number: CS04-032
CITY OF HUNTINGTON BEACH
REQUEST FOR ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY M COUNC EMBERS 4C M Imi t
SUBMITTED BY: PENELOPE C U�BRETHAG RAFT, City Admini/ for CD
PREPARED BY JIM B. ENGLE, Director of Community Se I
SUBJECT: Approve Memorandum of Understanding be en the City an ,Friends
of the Shipley Nature Center for the Operation of Shipley NatL11-6 Cin'ter
Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement 11
Statement of Issue: The Friends of Shipley Nature Center (FSNC) have been working to
re-open the Shipley Nature Center and complete the renovation. City staff has drafted a
Memorandum of Understanding (MOU) between the,city and FSNC for the operation of the
center; including completion of the renovation based on the City Council approved Master
Plan. There is a need to approve the MOU.
Funding Source: N/A. FSNC is seeking funding for improvements identified in the Master
Plan.
Recommended Action: Approve the Memorandum of Understanding between the City of
Huntington Beach and Friends of Shipley Nature Center, and authorize the Mayor and City
Clerk to sign the Memorandum of Understanding.
Alternafive Action(s): Do not approve the Memorandum of Understanding between the
City and Friends of Shipley Nature Center; or recommend changes in terms and direct staff
to take back to SNC.
,En I is: In 2000, a subcommittee of the Environmental Board was formed to address
improvements to the Shipley Nature Center in Central Park. Members of the subcommittee
worked with staff to identify areas of improvement for the Nature Center and sought the
establishment of a Friends of Shipley Nature Center group. (FSNC) However, the Nature
Center was closed in 2001 due to budget reductions before all the improvements were made.
The goals of the FSNC are to improve and restore the center and reopen it to the public. The
center is currently opened periodically with city approval for workdays, fundraisers, and
limited tours.
Item 12. - 28 HB -448-
REQUEST FOR ACTION
MEETING DATE: November 1, 2004 DEPARTMENT ID NUMBER: CS04-032
In September of 2002, even though the center was closed to the public, City Council
approved hiring a landscape architect firm to prepare a master plan, based on the renovation
being completed by FSNC. City Council approved the master plan at its April 5, 2004
meeting.
A Memorandum of Understanding is needed to establish areas of responsibility of the city
and FSNC for the operation and maintenance of the center. Main points of the MOU
(Attachment 1) include the city obligation to provide. access to the facility for authorized
FSNC activities, a staff liaison to interface with FSNC and, based on manpower and
budgetary constraints, to assist with grant applications for joint funds for capital
improvements and operation, in-house printing of brochures and flyers of up to 1,000 one-
color ink pages per month, to maintain the perimeter fence, and waive any and all pertinent
permit fees because the center is city property. Any department potentially impacted by
provisions of the MOU had the opportunity to review the conditions.
Under the conditions of the MOU, FSNC will maintain a 501 (c) (3) non-profit status and
liability insurance with the city additionally insured; perform maintenance of the facility
including eradication of non-native plant species, additional planting and watering of trees;
obtain all necessary permits for improvements to the site; and complete renovation based on
the approved master plan.
Environmental Status: The master plan for renovation of Shipley Nature Center has
received a Notice of Exemption on August 18, 2004 from the County of Orange.
Aftachment(s):
1. Memorandum of Understandin2
RCA Author David C. Dominguez
04-032 Awrove MOU with Friends of ShWev 2- 10/1912004 11:24 AM
HB -449- Item 12. - 29
ATTACHMENT #1
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF
HUNTINGTON BEACH AND FRIENDS OF THE SHIPLEY NATURE CENTER
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into on
801146�1"Iagg 2004,by and between the CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California(hereinafter referred to as"City"), and FRIENDS
OF SHIPLEY NATURE CENTER, a California corporation (hereinafter referred to as "FSNC").
WHEREAS, City currently operates the Central Park area in Huntington Beach, which
includes an area dedicated exclusively by the Huntington Central Park Master Plan for use as the
Shipley Nature Center(hereinafter referred to as "Shipley"); and
City wishes to provide its citizens with a quality recreational area; and
FSNC wishes to enter into an agreement with City for operation and maintenance of Shipley
by FSNC,
NOW, THEREFORE, for and in consideration of the promises and covenants hereinafter
contained and intending to be legally bound, the parties covenant and agree as follows:
SECTION 1. TERM
This MOU will become effective on the date it is approved by the City Council of the City
and shall terminate five (5) years thereafter, except with respect to any obligations hereunder which
are to be performed thereafter. Upon mutual written consent of the parties, this Agreement may be
extended for additional five (5) year terms.
SECTION 2. OBLIGATIONS OF CITY
The obligations of City pursuant to this Agreement shall be as follows:
A city employee will be available periodically to interface with FSNC relative to providing
information and access to Shipley. Due to budget constraints, this assistance will be
03agree/shipley/3/2/04
HB -451- Item 12. - 31
provided on a prearranged, as-needed basis by staff assigned through the City's Facilities,
Development and Concessions Manager.
City has agreed to hire a consultant to prepare a master plan for Shipley. The approval
process for this master plan will include approval by FSNC; the Environmental Board
Nature Center Subcommittee; and the Community Services Commission; with ultimate
approval by City Council.
City staff will, whenever possible within manpower and budgetary constraints, assist FSNC
as well as continue to provide assistance to other groups such as the Tree Society with grant
applications to seek joint funds for Shipley capital improvements as well as operational
funding.
The City will waive permit fees since it is City property.
City is currently working with the Orange County Conservation Corps, and Rainbow
Disposal,to clear and grub the non-native vegetation on site. The City has received a
commitment from Rainbow Disposal to provide donations of Round-Up and Rodeo to be
used periodically to eradicate the new growth of Arundo and other non-native vegetation.
Note: FSNC has secured a volunteer with proper certification to perform the periodic
spraying of herbicides.
City will provide access to the facility for authorized FSNC activities. The access will be
provided by a city employee or keys assigned to specific individuals within FSNC who will
be responsible for opening/closing of the facility. The access is being provided for
authorized activities only. Authorized activities will include watering trees, maintenance,
fundraisers, tours, educational activities and monitoring, etc. The purpose of this section is
to ensure that access to FSNC is for official, authorized events or activities relating to the
03agree/shipley/3/2/04 2
Item 12. - 32 HB -452-
renovation, operation, or fLmBraising goals of the organization. This is to protect City and
FSNC from unauthorized activities that are a potential liability issue for City and FSNC.
City will assist FSNC by providing a reasonable amount of in-house printing of brochures,
flyers, and other promotional material, not to exceed a total amount of 1000 one-color ink
pages per month. In the event that out-sourcing of printing becomes necessary, FSNC will
become responsible for their own printing.
City will provide a liability waiver form that will list FSNC and City and will be completed
by all volunteers entering Shipley. This will provide protection to FSNC as well as the City.
City will maintain signage at Shipley indicating that the City and FSNC have entered into a
public/private partnership to renovate and operate Shipley. Specific language will be
approved by both parties. The signage will be placed below the directional sign that exists'
at the Central Park Drive parking lot. Both signs will include the FSNC contact number.
Where possible, City will assist FSNC with the procurement of equipment needed for
activities conducted at Shipley. This will be with due consideration of City liability,
manpower and fiscal constraints.
0 City will maintain and repair the chain link perimeter fence at Shipley.
0 City will assist FSNC with the dissemination of flyers and other material at community
facilities, such as recreation centers.
a City will assist FSNC by providing facilities for meetings at Community Services public
buildings, such as recreation centers, at no rental fee, for Shipley purposes only.
0 City will support Shipley and FSNC as defined within this Agreement with the
understanding that City has significant fiscal constraints.
03agree/shipley/3/2/04 3
HB -4 53- Item 12. - 33
SECTION 3. OBLIGATIONS OF FSNC
FSNC shall provide City with the following to support their overall involvement with
Shipley:
o FSNC will provide a schedule of all:activities for review and approval by City. The City
liaison will be the Facilities, Development and Concessions Manager unless otherwise
designated by the Director of Community Services.
o FSNC has indicated they could provide a volunteer with the necessary certifications to spray
herbicide provided by the City to eradicate the new growth of non-native plant material. If
this volunteer is not available, the City and FSNC will endeavor to work together to seek a
solution to maintain the spraying schedule or seek an alternative solution.
o FSNC will hand water the trees in containers until they are properly planted.
o FSNC may plant trees within Shipley with City's prior written approval, as long as the
planting is in accordance with the approved master plan. Ownership of all plants, trees and
other landscape materials donated by FSNC shall pass to City upon installation at Shipley.
o FSNC may schedule and lead docent tours and conduct other appropriate events for
volunteer groups such as clean-up days and fundraisers.
o FSNC will maintain.and show actual proof to City, through the State of California, of its
501(c)(3) non-profit status.
o FSNC, with the review and approval of the City, may sell items on the site to support the
FSNC such as California native plants, t-shirts, etc.
o FSNC may distribute membership and event flyers from Shipley.
o FSNC may place a separate telephone line into Shipley. It will be the sole responsibility of
FSNC to pay for the telephone installation and monthly service cost.
03agee/shipley/3/2/04 4
Item 12. - 34 HB -454-
o FSNC may utilize a section of the wall of the Interpretive Center(specific areas to be
mutually agreed upon by FSNC and the City) within Shipley for displays for FSNC.
o FSNC has discretionary authority for educational displays in the Interpretive Center.
o FSNC shall have a non-exclusive•right to-use:the building and contents thereof for such
activities as reasonable,necessary and consistent with the purpose of this Agreement. 'FSNC
may install fixtures or construct permanent structural modifications to the building with
City's prior written approval. Ownership of any such fixtures or modifications shall pass to
City upon installation or completion thereof.
o FSNC will obtain any and all required permits necessitated by improvements or
modifications made within Shipley, including the interpretive building.
SECTION 4. ACCESS TO CITY MARKS AND LOGOS
FSNC shall have the right to use the official Huntington Beach City logo, surfboard logo,
and City's "Surf City Huntington Beach" trademark with the prior written approval of City's
Director of Community Services before using any of these logos or trademark, which approval shall
be at the sole discretion of the Director. Note: The surfboard logo is not the property of the City.
Neither logo will be used by FSNC for commercial purposes.
SECTION 5. HOLD HARMLESS
FSNC shall protect, defend, indemnify and hold harmless City, its officers, officials,
employees, and agents from and against any and all liability, loss, damage, expenses, costs
(including without limitation, costs and fees of litigation of every nature) arising out of or in
connection with performance of this MOU or its failure to comply with any of its obligations
contained in this MOU except such loss or damage which was caused by the sole negligence or
willful misconduct of City.
Wagree/shipley,1312/04 5
HB -455- Item 12. - 35
SECTION 6. WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code Section 1861, FSNC acknowledges awareness of Section
3700 et seq. of said Code, which requires every employer to be insured against liability for workers'
compensation; FSNC covenants that it will"comply with such provisions prior to commencing
performance of the work hereunder.
FSNC shall maintain workers' compensation insurance in an amount of not less than One
Hundred Thousand Dollars ($100,000)bodily injury by accident,-each occurrence, One Hundred
Thousand Dollars ($100,000) bodily injury by disease, each employee, Two Hundred Fifty
Thousand Dollars ($250,000) bodily injury by disease, policy limit.
FSNC shall require all subcontractors to provide such workers' compensation insurance for
all of the subcontractors' employees. FSNC shall furnish to City a certificate of waiver of
subrogation under the terms of the workers' compensation insurance and FSNC shall similarly
require all subcontractors to waive subrogation.
SECTION 7. GENERAL LIABILITY INSURANCE
In addition to the workers' compensation insurance and FSNC's covenant to indemnify City,
FSNC shall obtain and furnish to City, a policy of general public liability insurance, including
motor vehicle coverage. Said policy shall indemnify FSNC, its officers, agents and employees,
while acting within the scope of their duties, against any and all claims arising out of or in
connection with this Agreement, and shall provide coverage in not less than the following amount:
combined single limit bodily injury and property damage, including products/completed operations
liability and blanket contractual liability, of$1,000,000 per occurrence. If coverage is provided
under a form which includes a designated general aggregate limit, the aggregate limit must be no
less than $1,000,000. Said policy shall name City, its agents, its officers, employees and volunteers
03agree/shipley/1/2104 6
Item 12. - 36 11B -456-
as Additional Insureds, and shall specifically provide that any other insurance coverage which may
be applicable shall be deemed excess coverage and that FSNC's insurance shall be primary.
Under no circumstances shall the above-mentioned insurance contain a self-insured
retention, or a"deductible" or any other similar form-of limitation on the required coverage.
SECTION 8. ASSIGNING AS BREACH
Neither party shall encumber, assign, or otherwise transfer this MOU, or any right or interest
in this MOU, without the express written consent of the other party. A consent by a party to one
assignment or transfer to another person shall not be deemed to be a consent to any subsequent
assignment or transfer to another person. Any encumbrance, assignment or transfer, without the
prior written consent of the other party, whether it be voluntary or involuntary,by operation of law
or otherwise, is void and shall, at the option of the other party, terminate this MOU.
SECTION 9. TERMS BINDING ON SUCCESSORS
All the terms, covenants and conditions of this MOU shall inure to the benefit of and be binding
upon the parties and their successors and assigns. The provisions of this Section shall not be deemed as a
waiver of any of the conditions against assignment hereinbefore set forth.
SECTION 10. CONFLICT OF INTEREST
FNC shall employ no City official nor any regular City employee in the work performed
pursuant to this MOU. No officer or employee of City shall have any financial interest in this MOU
in violation of the applicable provisions of the California Government Code.
SECTION 11. PHOTOGRAPHY
City may grant permits to persons engaged in the production of still and motion pictures,
television programs, advertising and related activities, to take photographs and/or motion pictures of
Shipley activities. However, consistent with good safety practices, City will endeavor to give 24-
hour advance notification of such activities to FNC. In addition, if City receives compensation
03agreelshipley1312/04 7
HB -457- Item 12. - 37
from such persons for such production within Shipley, City will grant 50% of such compensation to
FSNC for support of FSNCs Shipley-related activities.
SECTION 12. NONDISCLOSURES/PRESS RELEASES
FSNC shall consult with City prior to issuing any press releases or otherwise making any
public statements with respect to this MOU, the transactions contemplated herein, or matters arising
herefrom.
SECTION 13. CUMULATIVE REMEDIES
The remedies given to the parties in this MOU shall not be exclusive but shall be cumulative
and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this MOU.
SECTION 14. WAIVER OF BREACH
The waiver by City of any breach by FSNC of any of the provisions of this MOU,
irrespective of the length of time for which such failure continues, shall not constitute a waiver of
such breach or a waiver of any subsequent breach by FSNC either of the same or another provision
of this MOU.
SECTION 15. FORCE MAJEURE - UNAVOIDABLE DELAYS
Should the performance of any act required by this MOU to be performed by either City or
FSNC be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability
to secure materials, restrictive governmental laws or regulations, or any other cause (except
financial inability) not the fault of the party required to perform the act, the time for performance of
the act will be extended for a period equivalent to the period of delay and performance of the act
during the period of delay will be excused.
SECTION 16. NOTICE
Any written notice, given under the terms of this MOU, shall be either delivered personally or
mailed, certified mail.. postage prepaid, addressed to the party concerned, as follows:
03 agree/sh i pley/3/2/04 8
Item 12. - 38 HB -458-
City FSNC
Director of Community Services Friends of Shipley Nature Center
City of Huntington Beach Attn: President
2000 Main Street, P.O. Box 190 P.O. Box 1052
Huntington Beach, CA 92648 Huntington Beach, CA 92647
Phone: (714) 536-5291
Phone (714) 842-4772
If a party desires to change the address for notices set forth herein, said party will provide 30
days advance written notice to the other party of any such change.
SECTION 17. ATTORNEY'S FEES
In the event suit is brought by either party to enforce the terms and provisions of this MOU
or to secure the performance hereof, each party shall bear its own attorney's fees. The prevailing
party shall not be entitled to recover its attorney's fees from the non-prevailing party.
SECTION 18. CONTROLLING LAW AND VENUE
The rights and liabilities of the parties, and the interpretation and construction of this MOU,
shall be determined in accordance with the laws of the State of California. Any controversy arising out
of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in Orange
County, California.
SECTION 19. SECTION TITLES
The section titles in this MOU are inserted only as a matter of convenience and for reference,
and in no way define, limit or describe the scope of intent of this MOU or in any way affect this MOU.
SECTION 20. TIME OF ESSENCE
Time is of the essence with respect to all provisions of this MOU in which a definite time for
performance is specified including, but not limited to, the expiration of this MOU.
03agreelshipley/3/2/04 9
HB -459- Item 12. - 39
SECTION 21. SURVIVAL OF INDEMNITIES
Termination of this MOU shall not affect the right of City to enforce any and all indemnities
given or made by FSNC under this MOU, nor shall it affect any provision of this MOU that expressly
states that the provision shall survive termination thereof.
SECTION 22. NONLIABILITY OF CITY OFFICIAL, EMPLOYEES OR AGENTS
No elective or appointed City or City affiliated board, commission or member thereof, or
officer, official, employee or agent of City shall be personally liable to FSNC, its successors and
assigns, of any default or breach by City under this MOU or for any amount which may become due to
FSNC, its successors and assigns, under this MOU or for any obligation of City under this MOU.
SECTION 23. TERMINATION
This MOU may be terminated by either party with or without cause upon sixty (60) days '
notice in writing.
SECTION 24. MOU IN WRITING
This MOU contains and embraces the entire agreement between the parties hereto and neither it
nor any part of it may be changed, altered, modified, limited or extended orally or by any other
agreement between the parties unless such agreement be expressed in writing, signed and
acknowledged by City and FSNC, or their successors in interest.
SECTION 25. PARTIAL INVALIDITY
Should any provision of this MOU be held by a court of competent jurisdiction to be either
invalid,void, or unenforceable,the remaining provisions of this MOU shall remain in fall force and
effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not
materially impaired.
03agree/shipley/31`2/04 10
Item 12. - 40 HB -460-
SECTION 26. MOU IN COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same document.
SECTION 27. NO TITLE INTEREST
No title interest of any kind is hereby given and FSNC shall never assert any claim or title to
Shipley, Central Park or any other public property. Use of Shipley by FSNC is non-,exclusive, and
Shipley shall at all times during its operating hours remain open for use by the public.
SECTION 28. ENTIRETY
The foregoing sets forth the entire agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed by and
through their authorized officers the day, month and year first above written.
FRIENDS OF SHIPLEY NATURE CENTER, CITY OF HUNTfNGTON BEACH, a
INC., a California corporation: municipal corporation of the State of California
By: k&d��k
U u Maygr
u -e, r
print nam_(;,_
ITS:(circle one)Chairman 'resider)vice President ATTEST:
AND
B
City derlZ
print name
ITS:(circle one)Secretary hief Financial Officer 1sst. APPROVED AS TO FORM:
Secretary—'freasu rer
REVIEWED AND APPROVED: t �A_ttomey to C _
INITIATED AND APPROVED:
city AdmWiistrafor
i'rector of Comm )tv Services
03agree/shipley/3/2/04 11
HB -461- Item 12. - 41
_ ';twof Huntington Reach '
2000 Main Street California 92648
HUNTINGTON BEACH
~ '
-
DECLARATION of NON-EMPLOYER STATUS
In order to comply with City Council Resolution No. 97-20, you are required to provide proof of
Workers' Compensation insurance. If you have no employees, this hnrro must be signed and -returned
to:
City of Huntington Beach
Risk Management Division
2000Main Street
Huntington Beach, CA 92648
| certify that in the performance of the activity o, work for which this permit is issued, I shall not employ
any person in any manner so as to become subject to California Workers' Compensation insurance
requirements.
/ authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit
issued under this declaration if 1 hire any employee(s) or become subject to the provisions of the laws
requiring Workers' Compensation �nsucance.
/\pp\icant/ConnpanyManne� [~
Address:
Applicant's Signature: ---Date:
Title: '
Locatiom5i8ned:
Telephone Number: '
^ '
`
��rn 1 � ��
||0 -463- "~�^^^ ^^~^ - -`-'
/o... �'`
J
2000 MAIN STREET CITY OF HUNTINGTON BEACH
CALIFORNIA 9264$
OFFICE OF THE CITY CLERK
JOAN L. FLYNN '
CITY CLERK
LETTER OF TRANSNUTTAL OF ITEM APPROVED BY THE CITY CO CTL/
E LOPINiE AGENCY OF THE CITY OF HUN7UqGTON BEACH
DATE: �f/ oc
TO: Stlt1L ATTENTION:
xam
x !(} DEPARTIV NT:
Stree
<7 ! t`/'T' RE€`aARDWI.z: + 7W Y-"
City,State,Zip A) Py
e C._.
See Attached Action Agenda Item Date.of Approval If f 0
Enclosed For Your Records Is An Executed Copy Of The.Above Referenced Agenda Item:
Remarks:
City Clerk
Attachments: Action Agenda Page t/ Agreement ram^ Bonds Insurance
RCA Deed Other
CC: G C 45
NaQe DcLartment RCA Agmvmt Insurance Other
City&j. ✓ ✓ d
Name Department RCA Agrccazras Insurance Other
K
Dame Department RCA surance Other
rtment RCA Agreenxnt Insurance Other
Name Department RCA Insurance
Item 12. - 44 HB -464-
g lfol fowupAetterslcover{tr.doc
(Telephone:7 t 4-5$6-52271
RCA ROUTING SHEET
INITIATING DEPARTMENT: Community Services
SUBJECT: Approve Memorandum of Understanding Between the City
and Friends of the Shipley Nature Center
COUNCIL MEETING DATE November 1, 2004
RCA ATTACHMENTS , STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (w/exhibits & le2islative draft if applicable) Not Applicable
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attomey Aftached L/
Subleases, Third Party Agreements, etc.
(Approved as to form by qLty Attorney Not Applicable
Certificates of Insurance (Approved by the City Attorneys Aftached
Financial Impact Statement (Unbudget, over $5,000) Not Applicable
Bonds if applicable) Not.Applicable
Staff Report (if applicable) Not Applicable
Commission, Board or Committee Re if ae2licable) Not Applicable
Findings/Conditions for Approval and/or Denial Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FOSARDED
Administrative Staff
-Assistant City Administrator (initial)
-City Administrator (initial)
City Clerk
-EXPLANATION FOR RETURN OF ITEM:
RCA Author: David C. Dominguez
HB -465- Item 12. - 45
City ®f Huntington Beach
200o Main Street ® Huntington Beach, CA 92648
A (714) 536-5227 ® www.huntingtonbeachca.gov
e
17 3908 R°"� � Office of the City Clerk
® .loan L. Flynn, City Clerk
November 25, 2014
Friends of Shipley Nature Center
P O Box 1052
Huntington Beach, CA 92647
To Whom It May Concern:
Enclosed for your records is a copy of"Amendment No. 2 to Memorandum of
Understanding Between the City of Huntington Beach and Friends of Shipley Nature
Center."
Sincerely,
Joan L. Flynn
City Clerk
J F:pe
Enclosure
Sister Cities: Anjo,Japan ® Waitakere, New Zealand
Council/Agency Meeting Held:
Deferred/Continued to:
pp ved ❑ Conditionally Approved ❑ Denied Scjav1Pf1C'WkX Signat r
Council Meeting Date: 11/16/2009 Depart t ID Number: CS 09-013
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMnBERS
SUBMITTED BY: FRED A. WILSON, CITY ADMINISTRATOR
PREPARED BY: JIM B. ENGLE, COMMUNITY SERVICES DIRECT
SUBJECT: APPROVE AMENDMENT NO. 1 TO THE FIVE-YEA EXTENSION
FOR THE FRIENDS OF SHIPLEY NATURE CENTER MEMORANDUM
OF UNDERSTANDING
Statement:of Issue,Funding Source, Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: After a successful five year term, there is a need to extend the
Memorandum of Understanding (MOU) between the City and Friends of Shipley Nature
Center for the operation and improvement/restoration of the nature center.
Funding Source: N/A
Recommended Action: Motion to:
1. Approve Amendment No. 1 to the Memorandum of Understanding between the City of
Huntington Beach and Friends of Shipley Nature Center, and
2. Authorize the Mayor and City Clerk to execute same.
Alternative Action(s): Do not approve the amendment for the extension to the
Memorandum of Understanding between the City and Friends of Shipley Nature Center; or
recommend changes in terms and direct staff to take back to FSNC
Analysis: The Nature Center was closed in 2001 due to budget reductions. The
community started a grassroots movement and created the Friends of Shipley Nature Center
(FSNC). It began working with the city to improve the center. In 2004, City Council approved
an MOU with FSNC to operate and improve/restore the nature center per the master plan
approved by City Council on April 5, 2004.
The nature center is currently open under the leadership of FSNC and, with city approval,
conducts workdays, fundraisers, and tours as well as restoring the nature center.
-W-- 6
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 11/16/2009 DEPARTMENT ID NUMBER: CS 09-013
The Memorandum of Understanding establishes areas of responsibility of the city and FSNC
for the operation and maintenance of the center. Main points of the MOU include the city's
obligation to provide access to the facility for authorized FSNC activities, a staff liaison to
interface with FSNC and, based on manpower and budgetary constraints, to assist with grant
applications for joint funds for capital improvements and operation, in-house printing of
brochures and flyers of up to 1,000 one-color ink pages per month, to maintain the perimeter
fence, and waive any and all pertinent permit fees because the center is city property. Under
the conditions of the MOU, FSNC has maintained a 501(c)(3) non-profit status and liability
insurance with the city as additionally insured; performed maintenance of the facility including
eradication of non-native plant species; implemented additional planting and watering of
trees; obtained all necessary permits for improvements to the site; and renovation of the
center based on the approved master plan.
Based on the outstanding efforts of the FSNC to operate, maintain, and improve the Shipley
Nature Center, staff recommends approval of the amendment for the MOU extension.
Strategic Plan Goal: Maintain, Improve and Obtain Funding for Public Improvements.
Environmental Status: The master plan for renovation of Shipley Nature Center received a
Notice of Exemption on August 18, 2004 from the County of Orange
Attachment(s):
Rage NumberNo. Destription
1. Amendment No. 1 to the Memorandum of Understanding Between the
city of Huntington Beach and Friends of Shipley Nature Center
2. Memorandum of Understanding Between the City of Huntington Beach
and Friends of Shipley Nature Center
-2- 11/9/2009 2:33 PM
ATTACHMENT # 1
AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF HUNTINGTON BEACH
AND FRIENDS OF SHIPLEY NATURE CENTER
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as "City,"
and FRIENDS OF SHIPLEY NATURE CENTER, INC., a California corporation,hereinafter
referred to as "FSNC."
WHEREAS,City and FSNC are parties to that certain agreement dated November 1,
2004,entitled"Memorandum of Understanding Between The City Of Huntington Beach And
Friends Of The Shipley Nature Center,"which agreement shall hereinafter be referred to as the
"Original Agreement,"and
City and FSNC wish to extend the Term of the Original Agreement for five(5)
additional years,
NOW, THEREFORE,it is agreed by City and FSNC as follows:
1. EXTENSION OF TERM
The term of the Original Agreement is hereby extended for five(5)additional
years. The Original Agreement shall now expire on October 31,2014.
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of the
Original Agreement shall remain in full force and effect.
REST OF PAGE INTENTIONALLY LEFT BLANK
1
IN WITNESS WHEREOF,tl e parties hereto have caused this agreement to be executed
by their authorized officers on D UC &-7v, /10 ,2009.
FRIENDS HIPLEY NATURE CENTER, CITY OF HUNTINGTON BEACH, a
a Calif is corporation municipal corporation of the State of
' California
B -
Y _ v9
rint name U ' I-" d A
ITS: (circle one)Chairm esiden ice President
ayor
,._Y: Clerk
print name INITIATED AND APPROVED:
ITS: (circle one)Secretary hief Financial ,
cerh sst. Secretary-Treasurer
Di��of Community Service
REVIE APPROVED: PROVED S TO FO
�[
mimstrator City Attorney
TI1� �2.0�
►l► aj�9
2
ATTACHMENT #2
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF
HUNTINGTON BEACH AND FRIENDS OF THE SHIPLEY NATURE CENTER
THIS MEMORANDUM OF UNDERSTANDING("MOU")is made and entered into on
D l��M 2004,'by and:between,the CITY,OF HUNTINGTON BEACH, a
r�
municipal corporation of the State of California(hereinafter referred to as"City"), and FRIENDS
OF SHIPLEY NATURE CENTER,a California corporation(hereinafter referred to as"FSNC").
WHEREAS, City currently operates the Central Park area in Huntington Beach, which
includes an area dedicated exclusively by the Huntington Central Park Master Plan for use as the
Shipley Nature Center(hereinafter referred to as "Shipley"); and
City wishes to provide its citizens with a quality recreational area; and
FSNC wishes to enter into an agreement with City for operation and maintenance of Shipley
by FSNC,
�... NOW;THEREFORE, for Arid in consideration of the promises and coyveri ant s hereinafter
contained and intending to be legally bound,the parties covenant and agree as follows:
SECTION 1. TERM
This MOU will become effective on the date it is approved by the City Council of the City
and shall terminate five (5) years thereafter, except with respect to any obligations hereunder which
are to be performed thereafter. Upon mutual written consent of the parties, this Agreement may be
extended for..additional five. (5) year'terms.
SECTION 2. OBLIGATIONS OF CITY
The obligations of City pursuant to this Agreement shall be as follows:
• A city employee will be available periodically to interface with FSNC relative to providing
information and access to Shipley. Due to budget constraints, this assistance will be
03aoree/shipley/3/2/04 l
provided on a prearranged, as-needed basis by staff assigned through the City's Facilities,
Development and Concessions Manager.
• City has agreed to hire a consultant to prepare a master plan for Shipley. The approval
=:,.process for:this master plari.will'include approval by FSNC;the Erivixonmerital Board .
Nature Center Subcommittee; and the Community Services Commission; with ultimate
approval by City Council.
• City staff will,whenever possible within manpower and budgetary constraints, assist FSNC
as well as continue to provide assistance to other groups such as the Tree Society with grant
applications to seek joint funds for Shipley capital improvements as well as operational
funding.
• The City will waive peinut fees since it is City property.
• City is currently working with tiie Oran e fount Conservation Co . s,and Rainbow
Y g g Y:. rp
Dis osal to clear and rub the non=native ve �etation on site: The Ci has received a
p g g t3'
commitment from Rainbow Disposal to provide donations of Round-Up and Rodeo to be
used periodically to eradicate the new growth of Arundo and other non-native vegetation.
Note: FSNC has secured a volunteer with proper certification to perform the periodic
spraying of herbicides.
• City will provide access to the facility for authorized FSNC activities. The access will be
.provided by a city.employee or keys assigned to specifze individuals'within,FSNC who vvHl
be responsible for opening/closing of the facility. The access is being provided for
authorized activities only. Authorized activities will include watering trees, maintenance,
fundraisers,tours, educational activities and monitoring, etc. The purpose of this section is
to ensure that access to FSNC is for official, authorized events or activities relating to the
03agree/shipley/3/2/04 2
renovation, operation, or fundraising goals of the organization. This is to protect City and
FSNC from unauthorized activities that are a potential liability issue for City and FSNC.
• City will assist FSNC by providing a reasonable amount of in-house printing of brochures,
flyers,.and'other promiotional.material,iiot:to exceed a total amountof 1000 one-on
pages per month. In the event that out-sourcing of printing becomes necessary, FSNC will
become responsible for their own printing.
• City will provide a liability waiver form that will list FSNC and City and will be completed
by all volunteers entering Shipley. This will provide protection to FSNC as well as the City.
• City will maintain signage at Shipley indicating that the City and FSNC have entered into a
public/private partnership to renovate and operate Shipley. Specific language will be
approved by both parties. The signage will be placed below the directional sign that exists*
�... at the.Central Park Drive parking lot Both signs will include the FSNC contact number.
Where possible, City will assist FSNC with the procurement of equipment needed for
activities conducted at Shipley. This will be with due consideration of City liability,
manpower and fiscal constraints.
• City will maintain and repair the chain link perimeter fence at Shipley.
• City will assist FSNC with the dissemination of flyers and other material at community
facilities, such as recreation centers.
it will assist VSNC by providing facilities for meetings at community Services public
buildings, such as recreation centers, at no rental fee, for Shipley purposes only.
• City will support Shipley and FSNC as defined within this Agreement with the
understanding that City has significant fiscal constraints.
03agree/shipley/3/2/04 3
SECTION 3. OBLIGATIONS OF FSNC
t
FSNC shall provide City with the following to support their overall involvement with
Shipley:
o FSNC will provide a schedule.of all activities for review,and'a rauah b :: '.. `The.Cit.
pp :. .. .y .rtY Y
liaison will be the Facilities, Development and Concessions Manager unless otherwise
designated by the Director of Community Services.
o FSNC has indicated they could provide a volunteer with the necessary certifications to spray
herbicide provided by the City to eradicate the new growth of non-native plant material. If
this volunteer is not available,the City and FSNC will endeavor to work together to seek a
solution to maintain the spraying schedule or seek an alternative solution.
o FSNC will hand water the trees in containers until they are properly planted.
o FSNC may plant trees within Shipley with City's prior written approval, as long as the
planting is in accordance with the approved master plan: Ownership of all plants,trees and
other landscape materials donated by FSNC shall pass to City upon installation at Shipley.
o FSNC may schedule and lead docent tours and conduct other appropriate events for
volunteer groups such as clean-up days and fundraisers.
o FSNC will maintain and show actual proof to City, through the State of California, of its
501(c)(3)non-profit status.
o FSNC,-with the review and approval of the City,.may sell items on the site to support the
FSNC such as California native plants,t-shirts, etc.
o FSNC may distribute membership and event flyers from Shipley.
o FSNC may place a separate telephone line into Shipley. It will be the sole responsibility of
FSNC to pay for the telephone installation and monthly service cost.
l
03agree/shipley/3/2/04 4
o FSNC may utilize a section of the wall of the Interpretive Center(specific areas to be
mutually agreed upon by FSNC and the City) within Shipley for displays for FSNC.
o FSNC has discretionary authority for educational displays in the Interpretive Center.
o:.:.FSNC.shall have a`nor=exclusive right t.to..use:the building and contents the for such
activities as reasonable, necessary and consistent with the purpose of this Agreement. FSNC
may install fixtures or construct permanent structural modifications to the building with
City's prior written approval. Ownership of any such fixtures or modifications shall pass to
City upon installation or completion thereof.
o FSNC will obtain any and all required permits necessitated by improvements or
modifications made within Shipley, including the interpretive building.
SECTION 4. ACCESS TO CITY MARKS AND LOGOS
FSNC shall have the right to use the official Huntington Beach City logo, surfboard logo,
and City's "Surf City Huntington Beach"trademark with the prior written approval:of City's
Director of Community Services before using any of these logos or trademark, which approval shall
be at the sole discretion of the Director. Note: The surfboard logo is not the property of the City.
Neither logo will be used by FSNC for commercial purposes.
SECTION 5. HOLD HARMLESS
FSNC shall protect,defend,indemnify and hold harmless City,its officers, officials,
employees,-and agents from and against.any.and all.liability;loss; damage; expenses, costs
(including without limitation,costs and fees of litigation of every nature)arising out of or in
connection with performance of this MOU or its failure to comply with any of its obligations .
contained in this MOU except such loss or damage which was caused by the sole negligence or
willful misconduct of City.
03agree/shipley/3/2/04 5
SECTION 6. WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code Section 1861, FSNC acknowledges awareness of Section
3700 et seq. of said Code,which requires every employer to be insured against liability for workers'
.' compensation; FSNC covenants that.it will:, omply with�such provisions prior:to commencing a
performance of the work hereunder.
FSNC shall maintain workers' compensation insurance in an amount of not less than One
Hundred Thousand Dollars ($100,000)bodily injury by accident, each occurrence, One Hundred
Thousand Dollars($100,000) bodily injury by disease, each employee,Two Hundred Fifty
Thousand Dollars($250,000)bodily injury by disease,policy limit.
FSNC shall require all subcontractors to provide such workers' compensation insurance for
all of the subcontractors' employees. FSNC shall furnish to City a certificate of waiver of
subrogation under.the terms..o f the workers' compensation insurance and FSNC shall similarly
�..
requ><re all subcontractors to`waive subrogation.
SECTION 7. GENERAL LIABILITY INSURANCE
In addition to the workers' compensation insurance and FSNC's covenant to indemnify City,
FSNC shall obtain and furnish to City, a policy of general public liability insurance, including
motor vehicle coverage. Said policy shall indemnify FSNC, its officers, agents and employees,
while acting within the scope of their duties, against any and all claims arising out of or in
connecflon with this Agreement;and shall provide coverage ir;not less than the following amount;
combined single limit bodily injury and property damage, including products/completed operations
liability and blanket contractual liability, of$1,000,000 per occurrence. If coverage is providedf
under a form which includes a designated general aggregate limit,the aggregate limit must be no
less than$1,000,000. Said policy shall name City, its agents, its officers, employees and volunteers
03agree/shipley/3/2/04 6
as Additional Insureds, and shall specifically provide that any other insurance coverage which may
r be applicable shall be deemed excess coverage and that FSNC's insurance shall be primary.
Under no circumstances shall the above-mentioned insurance contain a self-insured
retention, or a:"deductible".or any other.aimilar form of limitation on the'required coverage.
SECTION 8. ASSIGNING AS BREACH
Neither party shall encumber, assign, or otherwise transfer this MOU, or any right or interest
in this MOU, without the express written consent of the other party. A consent by a party to one
assignment or transfer to another person shall not be deemed to be a consent to any subsequent
assignment or transfer to another person. Any encumbrance, assignment or transfer,without the
prior written consent of the other party, whether it be voluntary or involuntary, by operation of law
or otherwise, is void and shall, at the option of the other party,terminate this MOU.
- .. SECTION 9. TERMS BINDING ON SUCCESSORS
All the terms; covenants and conditions of this MOU shall inure to the benefit of and-be binding
upon the parties and their successors and assigns. The provisions of this Section shall not be deemed as a
waiver of any of the conditions against assignment hereinbefore set forth.
SECTION 10. CONFLICT OF INTEREST
FSNC shall employ no City official nor any regular City employee in the work performed
pursuant to this MOU. No officer or employee of City shall have any financial interest in this MOU
-in violation_of the applicable provisions of the California Government Code:=
SECTION 11. PHOTOGRAPHY
City may grant permits to persons engaged in the production of still and motion pictures,l
television programs, advertising and related activities,to take photographs and/or motion pictures of
Shipley activities. However, consistent with good safety practices, City will endeavor to give 24-
hour advance notification of such activities to FSNC. In addition, if City receives compensation
03aaree/shipley/3/2/04 7
from such persons for such production within Shipley, City will grant 50% of such compensation to
FSNC for support of FSNC's Shipley-related activities.
SECTION 12. NONDISCLOSURES/PRESS RELEASES
FSNC shall consult with City pnor o ><ssui'ng any press.releases or otherwise making any
public statements with respect to this MOU,the transactions contemplated herein, or matters arising
herefrom.
SECTION 13. CUMULATIVE REMEDIES
The remedies given to the parties in this MOU shall not be exclusive but shall be cumulative
and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this MOU.
SECTION 14. WAIVER OF BREACH
The waiver,by City of any breach by FSNC of any of the provisions of this MOU,
irrespective of the length of time for which such failure continues, shall not constitute a waiver of
such breach or a waiver of any subsequent breach by FSNC either oft same or another provision.
of this MOU.
SECTION 15. FORCE MAJEURE -UNAVOIDABLE DELAYS
Should the performance of any act required by this MOU to be performed by either City or
FSNC be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability
to secure materials, restrictive governmental laws or regulations, or any other cause(except
financial inability) not the fault of the part quired to perform the act,the time.for performance of
the act will be extended for a period equivalent to the period of delay and performance of the act
during the period of delay will be excused.
SECTION 16. NOTICE
Any written notice, given under the terms of this MOU, shall be either delivered personally or
mailed, certified mail, postage prepaid, addressed to the party concerned, as follows:
03agree/shipley/3/2/04 8
City FSNC
Director of Community Services Friends of Shipley Nature Center
City of Huntington Beach Attn: President
2000 Main Street, P.O. Box 190 P.O. Box 1052
Huntington Beach, CA 92648 Huntington Beach, CA.92647
Phone: (714)536
-5291 ..
Phone(714) 842-4772
If a party desires to change the address for notices set forth herein, said party will provide 30
days advance written notice to the other party of any such change.
SECTION 17. ATTORNEY'S FEES
In the event suit is brought by either party to enforce the terms and provisions of this MOU
or to secure the performance hereof, each party shall bear its own attorney's fees. The prevailing
party shall not be entitled to recover its attorney's fees from the non-prevailing party.
SECTION 18. CONTROLLING LAW AND VENUE
® The rights and liabilities-f theparties, and the uitezpretahon and construction of this MOU,
shall be determined in accordance with the laws of the State of California. Any controversy arising out
of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in Orange
County, California.
SECTION 19. SECTION TITLES
The section titles in this MOU are inserted only as a matter of convenience and for reference,
and in no way.define, limit or describe the scope of intent of this MOU or in any way affect this MOU.
SECTION 20. TIME OF ESSENCE
Time is of the essence with respect to all provisions of this MOU in which a definite time for
performance is specified including, but not limited to, the expiration of this MOU.
03agree/shipley/3/2/04 9
-�� SECTION 21. SURVIVAL OF INDEMNITIES
Termination of this MOU shall not affect the right of City to enforce any and all indemnities
given or made by FSNC under this MOU,nor shall it affect any provision of this MOU that expressly
states That,the::provision shall survive terininat><on thereof
SECTION 22. NONLIABILITY OF CITY OFFICIAL EMPLOYEES OR AGENTS
No elective or appointed City or City affiliated board, commission or member thereof,or
officer, official, employee or agent of City shall be personally liable to FSNC, its successors and
assigns, of any default or breach by City under this MOU or for any amount which may become due to
FSNC, its successors and assigns, under this MOU or for any obligation of City under this MOU.
SECTION 23. TERMINATION
This MOU may be terminated by either party with or without cause upon sixty(60)days
notice in writing.
�._
SECTION24. MOU IN WRITING
This MOU contains and embraces the entire agreement between the parties hereto and neither it
nor any part of it may be changed, altered, modified, limited or extended orally or by any other
agreement between the parties unless such agreement be expressed in writing, signed and
acknowledged by City and FSNC, or their successors in interest.
SECTION 25. PARTIAL INVALIDITY
Should any provision of this MOU be held by a court of competent jurisdiction to be either
invalid, void, or unenforceable,the remaining provisions of this MOU shall remain in full force and
effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are 4iot
materially impaired.
03agree/shipley/312/04 10
SECTION 26. MOU IN COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same document.
..SECTION 27. NO TITLE.INTEREST
No title interest of any kind is hereby given and FSNC shall never assert any claim or title to
Shipley, Central Park or any other public property. Use of Shipley by FSNC is non-exclusive,and
Shipley shall at all times during its operating hours remain open for use by the public.
SECTION 28. ENTIRETY
The foregoing sets forth the entire agreement between the parties.
IN WITNESS WHEREOF,the parties hereto have caused this MOU to be executed by and
through their.authorized officers the day, month and year first above written.
FRIENDS OF..SHIP.LEY NATURE CENTER,. CITY OF HUNTINGTON BEACH, a
California.corporatipn municipal porporation of the"_State.of,C46ffifi
By: A71�9114'6i
a R Ma r
printam n
ITS:(circle one)Chairm residen ice President ATTEST:
AND
B .
City Clerk jllj_j/8X
print name APPROVED AS TO FORM..ITS.(circle one):Secretary hief Financial Officer. sst; .:.
Secretary—Treasurer
C
REVIEWED AND APPROVED: Cit Attorney U 10Q
--�-y� INITIATED AND APPROVED:
ity AdmUiis_t_r_aKor
irector of Comm n ty Services
03agree/shipley/3/2/04 1 1
CAROUTING HEFT
INITIATING DEPARTMENT: Community Services Dept.
SUBJECT: Shipley Nature Center MOU
COUNCIL MEETING DATE: November 16, 2009
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Attached ❑
Not Ap licable
Resolution (w/exhibits & legislative draft if applicable) Attached ❑
Not Ap licable
Tract Map, Location Map and/or other Exhibits Attached ❑
Not Applicable
Contract/Agreement (w/exhibits if applicable) Attached ❑
(Signed in full by the City Attorne ) Not Applicable
Subleases, Third Party Agreements, etc. Attached ❑
(Approved as to form by City Attorne ) Not Applicable
Certificates of Insurance (Approved by the City Attorney) Attached ❑
Not Applicable
Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑
Not Applicable
Bonds (If applicable) Attached ❑
Not Applicable
Staff Report (If applicable) Attached ❑
Not Applicable
Commission, Board or Committee Report (If applicable) Attached ❑
Not Applicable
Findings/Conditions for Approval and/or Denial Attached ❑
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS :
REVIEWED RE U NED FOR A , DED
Administrative Staff )
Deputy City Administrator (Initial) ( ) ( C )
City Administrator (Initial) ( ) )
City Clerk ( )
EV, LANATION FOR RETURN OF ITEM:
RCA Author: Engle x5495
City ®f Huntington Beach
' 2000 Main Street a Huntington Beach, CA 92648
OFFICE OF THE CITY CLERIC
B.'';�:• JOAN L. FLYNN
CITY CLERIC
November 17, 2009
Friends of Shipley Nature Center
Attn: President
P O Box 1052
Huntington Beach, CA 92647
To Whom It May Concern:
Enclosed for your records is a copy of Amendment No. 1 to the Memorandum of
Understanding between the City of Huntington Beach and the Friends of Shipley Nature
Center.
Sincerely,
Joan L. Flynn, CIVIC
City Clerk
JF:pe
Enclosure
G:followup:agrmtltr
Sister Cities: Anjo, Japan • Waitakere, New Zealand
1 Telephone:714-536-5227)
0- 4�111
CA)G,L- , Co #1 n S✓c.
it
Council/Agency Meeting Held:
Deferred/Continued to:
Approved ❑ Conditionally Approved ❑ Denied C' y le r Signat
YZ
Council Meeting Date: November 1, 2004 Department ID Number: CSO4-032
CITY OF HUNTINGTON BEACH
REQUEST FOR ACTION _T
ti C
C
SUBMITTED TO: HONORABLE MAYOR AND CITY C MEMBERS
r
SUBMITTED BY: PENELOPE CU RET I-I�GRAFT, City Admini t for CD -Y-«
PREPARED BY JIM B. ENGLE, Director of Community Se is
SUBJECT: Approve Memorandum of Understanding be en the City and.Friends
of the Shipley Nature Center for the Operation of Shipley NaWt 6 Center
[statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: The Friends of Shipley Nature Center (FSNC) have been working to
re-open the Shipley Nature Center and complete the renovation. City staff has drafted a
Memorandum of Understanding (MOU) between the.city and FSNC for the operation of the
center; including completion of the renovation based on the City Council approved Master
Plan. There is a need to approve the MOU.
Funding Source: N/A. FSNC is seeking funding for improvements identified in the Master
Plan.
Recommended Action: Approve the Memorandum of Understanding between the City of
Huntington Beach and Friends of Shipley Nature Center, and authorize the Mayor and City
Clerk to sign the Memorandum of Understanding.
Alternative Action(s): Do not approve the Memorandum of Understanding between the
City and Friends of Shipley Nature Center; or recommend changes in terms and direct staff
to take back to FSNC.
Analysis: In 2000, a subcommittee of the Environmental Board was formed to address
improvements to the Shipley Nature Center in Central Park. Members of the subcommittee
worked with staff to identify areas of improvement for the Nature Center and sought the
establishment of a Friends of Shipley Nature Center group. (FSNC) However, the Nature
Center was closed in 2001 due to budget reductions before all the improvements were made.
The goals of the FSNC are to improve and restore the center and reopen it to the public. The
center is currently opened periodically with city approval for workdays, fundraisers, and
limited tours.
'E
REQUEST FOR ACTION
MEETING DATE: November 1, 2004 DEPARTMENT ID NUMBER: CSO4-032
In September of 2002, even though the center was closed to the public, City Council
approved hiring a landscape architect firm to prepare a master plan, based on the renovation
being completed by FSNC. City Council approved the master plan at its April 5, 2004
meeting.
A Memorandum of Understanding is needed to establish areas of responsibility of the city
and FSNC for the operation and maintenance of the center. Main points of the MOU
(Attachment 1) include the city obligation to provide'. access to the facility for authorized
FSNC activities, a staff liaison to interface with FSNC and, based on manpower and
budgetary constraints, to assist with grant applications for joint funds for capital
improvements and operation, in-house printing of brochures and flyers of up to 1,000 one-
color ink pages per month, to maintain the perimeter fence, and waive any and all pertinent
permit fees because the center is city property. Any department potentially impacted by
provisions of the MOU had the opportunity to review the conditions.
Under the conditions of the MOU, FSNC will maintain a 501 (c) (3) non-profit status and
liability insurance with the city additionally insured; perform maintenance of the facility
including eradication of non-native plant species, additional planting and watering of trees;
obtain all necessary permits for improvements to the site; and complete renovation based on
the approved master plan.
Environmental Status: The master plan for renovation of Shipley Nature Center has
received a Notice of Exemption on August 18, 2004 from the County of Orange.
Attachment(s):
City Clerk's
Page Number No. Description
1. iMemorandurn of Understanding
RCA Author. David C.Dominguez
04-032 Aoorove MOU with Friends of Shiclev -2- 10/191200411:24 AM
ATTACHMENT # 1
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF
HUNTINGTON BEACH AND FRIENDS OF THE SHIPLEY NATURE CENTER
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into on
2004, by and between the CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California(hereinafter referred to as"City"), and FRIENDS
OF SHIPLEY NATURE CENTER, a California corporation(hereinafter referred to as "FSNC").
WHEREAS, City currently operates the Central Park area in Huntington Beach, which
includes an area dedicated exclusively by the Huntington Central Park Master Plan for use as the
Shipley Nature Center(hereinafter referred to as "Shipley"); and
City wishes to provide its citizens with a quality recreational area; and
FSNC wishes to enter into an agreement with City for operation and maintenance of Shipley
by FSNC,
NOW, THEREFORE, for and in consideration of the promises and covenants hereinafter
contained and intending to be legally bound, the parties covenant and agree as follows:
SECTION 1. TERM
This MOU will become effective on the date it is approved by the City Council of the City
and shall terminate five (5) years thereafter, except with respect to any obligations hereunder which
are to be performed thereafter. Upon mutual written consent of the parties, this Agreement may be
extended for additional five (5) year terms.
SECTION 2. OBLIGATIONS OF CITY
The obligations of City pursuant to this Agreement shall be as follows:
• A city employee will be available periodically to interface with FSNC relative to providing
information and access to Shipley. Due to budget constraints, this assistance will be
03agree/shipley/3/2/04 I
M
• T
provided on a prearranged, as-needed basis by staff assigned through the City's Facilities,
Development and Concessions Manager.
• City has agreed to hire a consultant to prepare a master plan for Shipley. The approval
process for this master plan will include approval by FSNC; the Environmental Board
Nature Center Subcommittee; and the Community Services Commission; with ultimate
approval by City Council.
• City staff will, whenever possible within manpower and budgetary constraints, assist FSNC
as well as continue to provide assistance to other groups such as the Tree Society with grant
applications to seek joint funds for Shipley capital improvements as well as operational
funding.
• The City will waive permit fees since it is City property.
• City is currently working with the Orange County Conservation Corps, and Rainbow
Disposal, to clear and grub the non-native vegetation on site. The City has received a
commitment from Rainbow Disposal to provide donations of Round-Up and Rodeo to be
used periodically to eradicate the new growth of Arundo and other non-native vegetation.
Note: FSNC has secured a volunteer with proper certification to perform the periodic
spraying of herbicides.
• City will provide access to the facility for authorized FSNC activities. The access will be
provided by a city employee or keys assigned to specific individuals within FSNC who will
be responsible for opening/closing of the facility. The access is being provided for
authorized activities only. Authorized activities will include watering trees, maintenance,
fundraisers,tours, educational activities and monitoring, etc. The purpose of this section is
to ensure that access to FSNC is for official, authorized events or activities relating to the
03agree/shipley/3/2/04 2
renovation, operation, or fundraising goals of the organization. This is to protect City and
FSNC from unauthorized activities that are a potential liability issue for City and FSNC.
• City will assist FSNC by providing a reasonable amount of in-house printing of brochures,
flyers, and other promotional material, not to exceed a total amount of 1000 one-color ink
pages per month. In the event that out-sourcing of printing becomes necessary, FSNC will
become responsible for their own printing.
• City will provide a liability waiver form that will list FSNC and City and will be completed
by all volunteers entering Shipley. This will provide protection to FSNC as well as the City.
• City will maintain signage at Shipley indicating that the City and FSNC have entered into a
public/private partnership to renovate and operate Shipley. Specific language will be
approved by both parties. The signage will be placed below the directional sign that exists'
at the Central Park Drive parking lot. Both signs will include the FSNC contact number.
• Where possible, City will assist FSNC with the procurement of equipment needed for
activities conducted at Shipley. This will be with due consideration of City liability,
manpower and fiscal constraints.
• City will maintain and repair the chain link perimeter fence at Shipley.
• City will assist FSNC with the dissemination of flyers and other material at community
facilities, such as recreation centers.
• City will assist FSNC by providing facilities for meetings at Community Services public
buildings, such as recreation centers, at no rental fee, for Shipley purposes only.
• City will support Shipley and FSNC as defined within this Agreement with the
understanding that City has significant fiscal constraints.
03agree/shipley/3/2/04 3
SECTION 3. OBLIGATIONS OF FSNC
FSNC shall provide City with the following to support their overall involvement with
Shipley:
o FSNC will provide a schedule of all:activities-for review and approval by City. The City
liaison will be the Facilities, Development and Concessions Manager unless otherwise
designated by the Director of Community Services.
o FSNC has indicated they could provide a volunteer with the necessary certifications to spray
herbicide provided by the City to eradicate the new growth of non-native plant material. If
this volunteer is not available,the City and FSNC will endeavor to work together to seek a
solution to maintain the spraying schedule or seek an alternative solution.
o FSNC will hand water the trees in containers until they are properly planted.
o FSNC may plant trees within Shipley with City's prior written approval, as long as the
planting is in accordance with the approved master plan. Ownership of all plants, trees and
other landscape materials donated by FSNC shall pass to City upon installation at Shipley.
o FSNC may schedule and lead docent tours and conduct other appropriate events for
volunteer groups such as clean-up days and fundraisers.
o FSNC will maintain and show actual proof to City, through the State of California, of its
501(c)(3) non-profit status.
o FSNC, with the review and approval of the City, may sell items on the site to support the
FSNC such as California native plants, t-shirts, etc.
o FSNC may distribute membership and event flyers from Shipley.
o FSNC may place a separate telephone line into Shipley. It will be the sole responsibility of
FSNC to pay for the telephone installation and monthly service cost.
03agree/shipley/3/2/04 4
o FSNC may utilize a section of the wall of the Interpretive Center(specific areas to be
mutually agreed upon by FSNC and the City) within Shipley for displays for FSNC.
o FSNC has discretionary authority for educational displays in the Interpretive Center.
o FSNC shall have a non-exclusive-right.to useahe.building and contents thereof for such
activities as reasonable, necessary and consistent-with the purpose of this Agreement. FSNC
may install fixtures or construct permanent structural modifications to the building with
City's prior written approval. Ownership of any such fixtures or modifications shall pass to
City upon installation or completion thereof.
o FSNC will obtain any and all required permits necessitated by improvements or
modifications made within Shipley, including the interpretive building.
SECTION 4. ACCESS TO CITY MARKS AND LOGOS
FSNC shall have the right to use the official Huntington Beach City logo, surfboard logo,
and City's "Surf City Huntington Beach"trademark with the prior written approval of City's
Director of Community Services before using any of these logos or trademark, which approval shall
be at the sole discretion of the Director. Note: The surfboard logo is not the property of the City.
Neither logo will be used by FSNC for commercial purposes.
SECTION 5. HOLD HARMLESS
FSNC shall protect, defend, indemnify and hold harmless City, its officers, officials,
employees, and agents from and against any and all liability, loss, damage, expenses, costs
(including without limitation, costs and fees of litigation of every nature) arising out of or in
connection with performance of this MOU or its failure to comply with any of its obligations
contained in this MOU except such loss or damage which was caused by the sole negligence or
willful misconduct of City.
03agree/shipley/3/2/04 5
SECTION 6. WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code Section 1861, FSNC acknowledges awareness of Section
3700 et seq. of said Code, which requires every employer to be insured against liability for workers'
compensation; FSNC covenants that it will.`domply with such provisions prior to commencing
performance of the work hereunder.
FSNC shall maintain workers' compensation insurance in an amount of not less than One
Hundred Thousand Dollars ($100,000)bodily injury by accident,-each occurrence, One Hundred
Thousand Dollars ($100,000) bodily injury by disease, each employee, Two Hundred Fifty
Thousand Dollars ($250,000) bodily injury by disease,policy limit.
FSNC shall require all subcontractors to provide such workers' compensation insurance for
all of the subcontractors' employees. FSNC shall furnish to City a certificate of waiver of
subrogation under the terms of the workers' compensation insurance and FSNC shall similarly
require all subcontractors to waive subrogation.
SECTION 7. GENERAL LIABILITY INSURANCE
In addition to the workers' compensation insurance and FSNC's covenant to indemnify City,
FSNC shall obtain and furnish to City, a policy of general public liability insurance, including
motor vehicle coverage. Said policy shall indemnify FSNC, its officers, agents and employees,
while acting within the scope of their duties, against any and all claims arising out of or in
connection with this Agreement, and shall provide coverage in not less than the following amount:
combined single limit bodily injury and property damage, including products/completed operations
liability and blanket contractual liability, of$1,000,000 per occurrence. If coverage is provided
under a form which includes a designated general aggregate limit, the aggregate limit must be no
less than $1,000,000. Said policy shall name City, its agents, its officers, employees and volunteers
03agree/shipley/3/2/04 6
as Additional Insureds, and shall specifically provide that any other insurance coverage which may
be applicable shall be deemed excess coverage and that FSNC's insurance shall be primary.
Under no circumstances shall the above-mentioned insurance contain a self-insured
retention, or a"deductible".or any other similar form-of limitation on the required coverage.
SECTION 8. ASSIGNING AS BREACH
Neither party shall encumber, assign, or otherwise transfer this MOU, or any right or interest
in this MOU, without the express written consent of the other party. A consent by a party to one
assignment or transfer to another person shall not be deemed to be a consent to any subsequent
assignment or transfer to another person. Any encumbrance, assignment or transfer, without the
prior written consent of the other party, whether it be voluntary or involuntary, by operation of law
or otherwise, is void and shall, at the option of the other party, terminate this MOU.
SECTION 9. TERMS BINDING ON SUCCESSORS
All the terms, covenants and conditions of this MOU shall inure to the benefit of and be binding
upon the parties and their successors and assigns. The provisions of this Section shall not be deemed as a
waiver of any of the conditions against assignment hereinbefore set forth.
SECTION 10. CONFLICT OF INTEREST
FSNC shall employ no City official nor any regular City employee in the work performed
pursuant to this MOU. No officer or employee of City shall have any financial interest in this MOU
in violation of the applicable provisions of the California Government Code.
SECTION 11. PHOTOGRAPHY
City may grant permits to persons engaged in the production of still and motion pictures,
television programs, advertising and related activities, to take photographs and/or motion pictures of
Shipley activities. However, consistent with good safety practices, City will endeavor to give 24-
hour advance notification of such activities to FSNC. In addition, if City receives compensation
03agree/shipley/3/2/04 7
from such persons for such production within Shipley, City will grant 50% of such compensation to
FSNC for support of FSNC's Shipley-related activities.
SECTION 12. NONDISCLOSURES/PRESS RELEASES
FSNC shall consult with City prior to issuing any press releases or otherwise making any
public statements with respect to this MOU, the transactions contemplated herein, or matters arising
herefrom.
SECTION 13. CUMULATIVE REMEDIES
The remedies given to the parties in this MOU shall not be exclusive but shall be cumulative
and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this MOU.
SECTION 14. WAIVER OF BREACH
The waiver by City of any breach by FSNC of any of the provisions of this MOU,
irrespective of the length of time for which such failure continues, shall not constitute a waiver of
such breach or a waiver of any subsequent breach by FSNC either of the same or another provision
of this MOU.
SECTION 15. FORCE MAJEURE - UNAVOIDABLE DELAYS
Should the performance of any act required by this MOU to be performed by either City or
FSNC be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability
to secure materials, restrictive governmental laws or regulations, or any other cause (except
financial inability) not the fault of the party required to perform the act, the time for performance of
the act will be extended for a period equivalent to the period of delay and performance of the act
during the period of delay will be excused.
SECTION 16. NOTICE
Any written notice, given under the terms of this MOU, shall be either delivered personally or
mailed, certified mail, postage prepaid, addressed to the party concerned, as follows:
03agree/shipley/3/2/04 8
City FSNC
Director of Community Services Friends of Shipley Nature Center
City of Huntington Beach Attn: President
2000 Main Street, P.O. Box 190 P.O. Box 1052
Huntington Beach, CA 92648 Huntington Beach, CA 92647
Phone: (714) 536-5291
" Phone (714) 842-4772
If a party desires to change the address for notices set forth herein, said party will provide 30
days advance written notice to the other party of any such change.
SECTION 17. ATTORNEY'S FEES
In the event suit is brought by either party to enforce the terms and provisions of this MOU
or to secure the performance hereof, each party shall bear its own attorney's fees. The prevailing
party shall not be entitled to recover its attorney's fees from the non-prevailing party.
SECTION 18. CONTROLLING LAW AND VENUE
The rights and liabilities of the parties, and the interpretation and construction of this MOU,
shall be determined in accordance with the laws of the State of California. Any controversy arising out
of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in Orange
County, California.
SECTION 19. SECTION TITLES
The section titles in this MOU are inserted only as a matter of convenience and for reference,
and in no way define, limit or describe the scope of intent of this MOU or in any way affect this MOU.
SECTION 20. TIME OF ESSENCE
Time is of the essence with respect to all provisions of this MOU in which a definite time for
performance is specified including, but not limited to, the expiration of this MOU.
03agree/shipley/3/2/04 9
SECTION 21. SURVIVAL OF INDEMNITIES
Termination of this MOU shall not affect the right of City to enforce any and all indemnities
given or made by FSNC under this MOU, nor shall it affect any provision of this MOU that expressly
states that the provision shall survive termination thereof.
SECTION 22. NONLIABILITY OF CITY OFFICIAL, EMPLOYEES OR AGENTS
No elective or appointed City or City affiliated board, commission or member thereof, or
officer, official, employee or agent of City shall be personally liable to FSNC, its successors and
assigns, of any default or breach by City under this MOU or for any amount which may become due to
FSNC, its successors and assigns, under this MOU or for any obligation of City under this MOU.
SECTION 23. TERMINATION
This MOU may be terminated by either party with or without cause upon sixty (60) days
notice in writing.
SECTION 24. MOU IN WRITING
This MOU contains and embraces the entire agreement between the parties hereto and neither it
nor any part of it may be changed, altered, modified, limited or extended orally or by any other
agreement between the parties unless such agreement be expressed in writing, signed and
acknowledged by City and FSNC, or their successors in interest.
SECTION 25. PARTIAL INVALIDITY
Should any provision of this MOU be held by a court of competent jurisdiction to be either
invalid, void, or unenforceable, the remaining provisions of this MOU shall remain in full force and
effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not
materially impaired.
03agree/shiplev/3/2/04 10
SECTION 26. MOU IN COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same document.
SECTION 27. NO TITLE INTEREST
No title interest of any kind is hereby given and FSNC shall never assert any claim or title to
Shipley, Central Park or any other public property. Use of Shipley by FSNC is non-exclusive, and
Shipley shall at all times during its operating hours remain open for use by the public.
SECTION 28. ENTIRETY
The foregoing sets forth the entire agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed by and
through their authorized officers the day, month and year first above written.
FRIENDS OF SHIPLEY NATURE CENTER, CITY OF HUNTINGTON BEACH, a
INC., a California corporation: municipal corporation of the State of California
By: Zt"07'a4�nzt� eitZ�
Ma r
Ju- er
print nam
ITS:(circle one)Chairman residen Vice President ATTEST:
AND
r
City Clerk 11/2)/c
print name
ITS:(circle one)Secretary hief Financial Officer sst. APPROVED AS TO FORM:
Secretary—Treasurer
C
REVIEWED AND APPROVED: 4"Cit(�A�ttomey3-� SL- 3/Z/p�
INITIATED AND APPROVED:
City AdmWiistrdfor
(2f Ita—1v F'(A�
(rector of Comm n ty Services
03agree/shipley/3/2/04 1 1
E#CORQM CERTIFiCk . E OF LIABILITY INSURA.CE DATE )02/04/2004
PRODUCER (714)536-6096 FAX (714)536-4054 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Bannister & Associates Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
License #0691071 6 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
305 17th Street
C� ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Huntington Beach, CA 92648-42,09 rav INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURERA: Nonprofits Insurance Alliance of CA
Friends of Shipley Nature Center INSURERB:
P 0 Box 1052 INSURER C:
Huntington Beach, CA 92647 jU /Qis�t � � INSURERD:
1112 J-140 INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDIN(
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADD'l, TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLIimminniWi TY EXPIRATION LIMITS
GENERAL LIABILITY QUOTE Q1-2003-13278 02/04/2004 02/04/2005 EACH OCCURRENCE $ 1,000,00
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 100,00
CLAIMS MADE OCCUR MED EXP(Any one person) $ 10,000
A PERSONAL&ADV INJURY $ 1,000,000
GENERAL AGGREGATE S 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPiOP AGG $ 2,000,000
7X POLICY PRO LOC
JECT
AUTOMOBILE LIABILITY QUOTE Q1-2003-13278 02/04/2004 02/04/2005 COMBINED SINGLE LIMIT
ANY AUTO (Ea accident) $ 11000,00
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person) $
A X HIRED AUTOS
BODILY INJURY $
X NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANY AUTO OTHER THAN £A ACC $
AUTO ONLY: AGG $ '
EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR CLAIMS MADE AGGREGATE $
E
DEDUCTIBLE 5
RETENTION $ $
WORKERS COMPENSATION AND ITORY
WC STATU- OTH-
R".PL0YEP.V L!AS!L!TY '---
ANY PROPRIETOR/PARTNER,'EXECUTIVE E.L.EACH ACCIDENT Is
OFFICERIMEMBER EXCLUDED? J NNIF R McGRATH, City Attorney 1 E.L.DISEASE-EA EMPLOYE $
If yes,describe under
SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $
OTHER
DESCRIPTION OF 9PERATIQNSI LOCATIONS I VEHICLE /EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS
0-day notice of cancellation Tor non-payment/this notice will be sent in the event of company election
The City of Huntington Beach, its agents, officers and employees are named as additional insured
s respects general liability
CERTIFICATELD R CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBEVNS
E ® ED BEFORE THE
EXPIRATION DATE THEREOF,T ILL MAIL
City of Huntington Beach 30 DAYS WRITTEN NOTIC CATE HOLDER NAMED TO THE LEFT,
2000 Main Street
P.O. Box 190
Huntington Beach, CA 92648 AUTHO REPRESENTATIVE
JV
ACORD 25(2001108) FAX: (714)374-1540 CACORD CORPORATION 1988
`.16 `';ty of Huntington Beach
` 2000 Main Street California 92648
HUNTINGTON BEACH
DECLARATION of NON-EMPLOYER STATUS
In order to comply with City Council Resolution No. 97-20, you are required to provide proof of
Workers' Compensation insurance. If you have no employees, this form must be signed and returned
to:
City of Huntington Beach
Risk Management Division
2000 Main Street
Huntington Beach, CA 92648
I certify that in the performance of the activity or work for which this permit is issued, I shall. not employ
any person in any manner so as to become subject to California Workers' Compensation insurance
requirements.
I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit
issued under this declaration if I hire any employee(s) or become subject to the provisions of the laws
requiring Workers' Compensation Insurance.
Applicant/Company Name:
Address: )°. v. 1 US a 9 6
Applicant's Signature: Date:
Title: re S, a'2n.r
Location Signed:
Telephone Number: 'y.9 a
G:\RiskMgmt\Cert-lns\WC-Wvr.Doc 011 "")
CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
JOAN L. FLYNN
CITY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE: // Id,V A
TO: •F SN/PLt 76W ATTENTION: d i
Nam
DEPARTMENT:
Stree
t -f-7,Jra-e-D ) �Y�e�c/ L1't- 5�?44.- REGARDING: M0 d &-7W&eW Y-�
City,State,Zip �S _ `
/V
See Attached Action Agenda Item g Date.of Approval /1 / O
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item:
Remarks:
lj��
City Clerk
Attachments: Action Agenda Page ,/ Agreement ✓Bonds Insurance ✓
RCA Deed Other
CC: ,?• GJ G tz- m
N e D rtment RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
7
Name Department RCA Agreement Insurance Other
Dewrtment RCA Agreement Insurance Other
Name Department RCA Insurance
g:/fol lowup/letters/coverltr.doc
(Telephone: 714-5 36-5 227
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RCA ROUTING SHEET
INITIATING DEPARTMENT: Community Services
SUBJECT: Approve Memorandum of Understanding Between the City
and Friends of the Shipley Nature Center
COUNCIL MEETING DATE: November 1, 2004
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Not Applicable
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
Signed in full by the City Attorne Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attorney Not Applicable
Certificates of Insurance (Approved by the City Attorney) Attached
Financial Impact Statement (Unbudget, over $5,000) Not Applicable
Bonds If applicable) Not Applicable
Staff Report (If applicable) Not Applicable
Commission, Board or Committee Report If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FOR ARDED
Administrative Staff
Assistant City Administrator (initial)
City Administrator Initial
rCity Clerk
EXPLANATION FOR RETURN OF ITEM:
Space . Only)
RCA Author: David C. Dominguez