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HomeMy WebLinkAboutHBSC Partners, LLC - 2021-09-07 (2) AMENDMENT TO OPERATIONAL/MANAGEMENT AGREEMENT BETWEEN CITY OF HUNTINGTON BEACH AND HBSC PARTNERS, LLC. FOR FACILITY MANAGEMENT AND OPERATION SERVICES OF THE HUNTINGTON BEACH CENTRAL PARK SPORTS COMPLEX THIS AMENDMENT TO OPERATIONAL/MANAGEMENT AGREEMENT is made and entered into this 8th day of September, 2024 by and between the CITY OF HUNTINGTON BEACH, a municipal corporation("CITY"), and HBSC PARTNERS, LLC ("CONTRACTOR") and collectively referred to herein as "PARTIES." RECITALS: WHEREAS, CITY and CONTRACTOR are parties to that certain agreement dated September 7, 2021, entitled"Operational/Management Agreement between the City of Huntington Beach and HBSC Partners, LLC. For Facility Management and Operation Services of the Huntington Beach Park Sports Complex,"which agreement shall hereinafter be referred to as the "Original Agreement," and The PARTIES desire to extend the Original Agreement for an additional three (3) year period, which shall end at 11:59 p.m. on September 6, 2027, unless extended, or sooner terminated as provided herein; and The PARTIES desire that all other terms and conditions of the Original Agreement shall remain in place unless otherwise stated or amended in this Amendment, NOW, THEREFORE, CITY and CONTRACTOR agree as follows: 1. EXTENSION. The Term of the Original Agreement is hereby extended by three (3) years. The Original Agreement shall now expire at 11:59 p.m. on September 6, 2027, unless extended or sooner terminated as provided therein. 1 24-15032/351190 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 Memorandum of Understanding to be executed by their authorized officers on September 8 , 2024. CONTRACT CITY OF HUNTINGTON BEACH, HBSC P R RS, C a Cali AZ municipal corporation \i,4, By: ` Mayor rint Name Its: (circle one)Chairman/President/Vice President ATTEST: (*Piot) gdielizzeatu) AND City Clerk /0/ -/2/ -- By: \ APPROVED AS TO FO : J 2 9 1'"R 2-cc-e!3 A f IP Print Name Its: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer City Attorney ITIATED AND APPROVED: RE I A/ND PP' OVED: ire or of m & Library Services Interim City Manager 2 24-15032/351190 AC R CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYY) L,,,� 9/5/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: )leather Cunningham Western Republic Insurance Services ONNo,Ext): 714.536.0500 FAX No): 19900 Beach Blvd. AD"DRIEss: I leather anvriesuraocc.com Suite N I INSURER(S)AFFORDING COVERAGE NAIC B I luntington Beach CA 92648 INSURER A: IIDI GLOBAL SPECIALTY SE 134004 INSURED INSURER B: OHIO SECURITY INS CO 24082 11BSC Partners INSURER C: UNITED FINANCIAL CAS CO 11770 18100 GOLDENWEST ST INSURER 0: STATE COMPENSATION INS 35076 INSURER E: IIUNTINGTON BEACH CA 92648-I 101 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AUULSUBK POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYY) (SIMIDDIYYYY) LIMITS K COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 UAMAOt IL)HUN ItO CLAIMS-MADE x OCCUR PREMISES(Ea occurrence) S 100,000 MED EXP(Any one person) 5 Excluded A Y 18L.B6885 08/05/2024 08/05/2025 PERSONAL 8 ADV INJURY S I,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 x POLICY PEO- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ C -AWNED /�// SCHEDULED AUTOS ONLY /4, AUTOS V 00681374 06/01/2024 12/01/2024 BODILY INJURY(Per acddenl) $ HIRED -NON-OWNED PROPER IYDAMAGE $ -AUTOS ONLY -AUTOS ONLY (Per accident) S UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DED RETENTION S S WORKERS COMPENSATION AND EMPLOYERS'LIABILITY x STATUTE ERH D OANY FFICER/EMBER EXC E.L.EACH ACCIDENT S ),000,000 EXCLUDED?ECUTIVE Y/N NIA 9304684 08/31/2024 08/31/2025 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ I,000,000 f yes,descubo under DESCRIPTION OF OPERATIONS belay E.L.DISEASE-POLICY LIMIT S 1,000,000 B Commercial Property BPS63778073 09/01/2024 09/01/2025 Coverage S1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Those usual to the insured's operations.The City of Iuntington Beach,its officers,elected of appointed officials,employees,a_- Its and volunteers arc named as additional insured per the CG 20 26 04 13 endorsement. Insurance is primary and non-contri s tot rer the EI602AJ-1112 endorsement.Location: 18100 Goldcmvest Street,Huntington Beach,CA 92648. APPROVED e. l OR MICHAEL '. GATES CERTIFICATE HOLDER CANCELLATION CITY ATTORNEY CII Y OF HUNI!NU ION BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS, 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach,CA 92148 D"3ti.-Kre..<y 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:18LB6885 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Any person or organization that you have agreed to include as an additional insured under an insured contract provided such contract was executed prior to the date of loss. The City of Huntington Beach, its officers,elected of appointed officials,employees,agents and volunteers 2000 Main Street Huntington Beach, CA 92648 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 ()Insurance Services Office, Inc., 2012 Page 1 of 1 I , Policy Number: 18LB6885 This Endorsement changes the Policy. Please read it carefully. COMMERCIAL GENERAL LIABILITY ENDORSEMENT PRIMARY AND NON-CONTRIBUTORY AMENDATORY— E1602AJ-1112 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Person Or Organization The City of Huntington Beach 2000 Main Street Huntington Beach,CA 92648 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is hereby deleted and replaced with the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, with respect to any other valid and collectible insurance available to a person or organization as scheduled above, this insurance shall be primary to other available sources, except where the liability of such person or organization is caused by his, her, or its own negligence. Nothing herein shall be construed to make this Policy subject to the terms, definitions, conditions and limitation of any other insurance. b. Excess Insurance (1) This insurance is excess over: (a) any of the other insurance, whether primary, excess, contingent or on any other basis: (i) that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work"; (ii) that is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; All other terms and conditions of the Policy remain unchanged E1602AJ-1112 Page 1 of 2 , (iii) that is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) if the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g. of Section I Coverage A - Bodily Injury And Property Damage Liability. (b) any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. Method Of Sharing In the instance where we are primary, we will be non-contributory. In any other instance, we will contribute as follows: If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. (1) When this insurance is excess over other insurance,we will pay only our share of the amount of the loss, if any,that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. (2) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. All other terms and conditions of the Policy remain unchanged E1602AJ-1112 Page 2 of 2 G�,e-- G fipeova it -o City of Huntington Beach File #: 21-598 MEETING DATE: 9/7/2021 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi, City Manager PREPARED BY: Chris Slama, Director of Community & Library Services Subject: Approve and authorize execution of an Operational/Management Agreement between the City of Huntington Beach and HBSC Partners, LLC, for Facility Management and Operation Services at the Huntington Central Park Sports Complex Statement of Issue: There is a need to approve an Operational/Management Agreement between the City of Huntington Beach (CITY) and HBSC Partners, LLC (HBSC) to manage, promote, and operate the City's Huntington Central Park Sports Complex (Sports Complex). The initial term of the agreement is three years with two possible three-year extensions. A Request for Proposal (RFP) was circulated and HBSC Partners, LLC was selected as the recommended contractor. Financial Impact: There are no new appropriations associated with approval of the Recommended Action. The proposed agreement is based on a profit sharing model wherein the Contractor shall pay City 10% of gross sales, increasing to 12% in year 2, and to 14% in year 3. The agreement also provides two, three-year extensions wherein the CITY's percentage share increases to 16% for the first three-year extension and 18% for the second and final three-year extension. Recommended Action: Approve and authorize the Mayor and City Clerk to execute an Operational/Management Agreement between the City of Huntington Beach and HBSC Partners, LLC, for facility management and operation services of the Huntington Central Park Sports Complex. Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: The Huntington Central Park Sports Complex (Complex) is located within Huntington Central Park, south of Huntington Central Library at the corner of Goldenwest Street and Talbert Avenue. The Complex was dedicated on April 24, 2004, and began operation in May 2004, with seven lighted City of Huntington Beach Page 1 of 4 Pnnled on 9112021 p .e,eW Le star- File #: 21-598 MEETING DATE: 9/7/2021 softball fields, two artificial lighted turf fields, a maintenance area, and two concession stands. Later phases included the addition of an eighth softball field, one additional lighted turf field, one lighted arena field, seven lighted batting cages. a batting cage office building with restrooms, and a team room/office building. Since 2004, the Complex has been host to hundreds of youth softball, adult softball, youth baseball, and youth soccer tournaments, as well as league play throughout the year. The Complex serves as the main hub for the City's Adult Softball and Soccer programs, as well as PeeWee Soccer and Skatedogs skateboarding contract classes. Annually, the facility hosts major Specific Events, including the Easter Hunt, Taste of Huntington Beach, and the EPIC Challenge. The Premier Girls Fastpitch (PGF) organization reserves the facility annually as one of its main sites during its two- week National Championship tournament. The Complex is also used for a variety of rental events that include company softball and soccer tournaments, as well as Laser Tag parties. Based on a reorganization of our existing operations, the City released a Request for Proposals (RFP) on March 5, 2021, for Sports Complex Activities and Facility Management of the Complex. A total of four bids were received. An interdepartmental staff panel from the Office of Business Development, Finance, and Community & Library Services reviewed and ranked the submittals. Three of the four proposers were interviewed and after a lengthy review and negotiation process, HBSC Partners, LLC was selected as the recommended contractor. As included in their RFP (Attachment 1 ), "HBSC Partners, LLC is a partnership formed for the sole purpose of developing the Huntington Beach Sports Complex into a hub of youth and adult sports for our local community and a destination for sports competition. The partners at HBSC have been born, raised, lived, and worked in Huntington Beach and have developed strong ties with HB Community organizations, hospitality and retail businesses, and the families that are the fabric of this great community. As a team, our sole mission is dedicated to creating a place for our local athletes to call home while inspiring community growth and vitality." Under the terms of the proposed agreement (Attachment 2), the City will retain full possession of the Complex. The Premises referred to in the Agreement consists of forty-five (45) acres and features eight (8) multi-use softball/soccer fields; seven (7) batting cages; three (3) open artificial turf fields; one (1) artificial arena turf field, one (1 ) team room/office building; one (1) batting cage office building, two (2) attached restroom buildings; a maintenance yard, and over 800 parking spaces. In general, the proposed agreement is based on a profit sharing arrangement wherein the HBSC will program, promote, and manage all aspects of the City's Adult/Youth Softball and Soccer programs. HBSC is also encouraged to expand programming by adding additional events, tournaments, and/or recreational services when the Premises are not scheduled for use by the City. The proposed profit sharing percentages pertain to field rentals, cash sponsorships, event revenues, tournament, leagues, as well as batting cage fees. During year 1 of the proposed agreement, HBSC shall pay CITY 10% of gross sales, increasing to 12% in year 2, and to 14% in year 3. The agreement also provides two, three-year extensions wherein the CITY's percentage share increases to 16% for the first three-year extension and 18% for the second and final three-year extension. City of Huntington Beach Page 2 of a Printed on 9/1/2021 oowereV96 Leastar'" File #: 21-598 MEETING DATE: 9/7/2021 As part of the proposed agreement, HBSC will have revenue-generating opportunities through the Batting Cage Concession facility and upon approval by the City, HBSC may provide concessions for merchandise, apparel, and supplies related to Sports Complex activities. The proposed profit sharing percentages for these sales shall be subject to a five-percent (5%) share to the City. A listing of the major deal points and responsibilities assigned to HBSC and City are listed below. Additional detailed HBSC responsibilities are listed in Exhibit A, of the Agreement. CONTRACTOR: • Premises shall be operated and managed ter the purpose of sports activities and events, including, but not limited to, league many3ement, field maintenance, activity rentals, and concession sales ofapproved products and services. • At its sole cost and expense, shall equip, operate, manage, and maintain the Premises in a safe and good working condition. • May use mutually agreed upon City-owned maintenance equipment housed at Premises, during the term of this Agreement or until the end of its useful purpose. Once maintenance equipment has exhausted its lifespan, any and all approved-replacement equipment shall be made at HBSC's sole cost and expense. • Maintain and operate the Premises and adjacent areas, in a clean, safe, wholesome and sanitary condition free of trash, garbage or obstructions of any kind and in compliance with any and all present and future laws, general rules or regulations of any governmental authority now, or at any time during the term of agreement. • Shall use the current approved Master Fee and Charges Schedule for all facility rentals and recreational program charges through February 2022. Following this time, fees may be adjusted once on March 1, 2022 (6-month review) with annual adjustments thereafter on January 1 following submittal of satisfactory documentation of rates at similar facilities in Los Angeles and Orange Counties at rates no higher than the Consumer Price Index (CPI) upon approval by the Director of Community and Library Services. • Shall use CITY's current approved Master Fee and Charges Schedule where applicable for parking fees, specific and/or special event fees, or other city programming fees. • Shall be permitted to display sponsorship banners and signs within the Premises.in compliance with the general provisions of Zoning Code 233.10 (M) and H.B.M.C. 13.48.140. CITY: • Shall pay major public utility charges, including water, sewer, gas. and electric and service parking lot trash receptacles. • Shall maintain all sewers and drain lines, roofs, attached public restrooms, and general Premises landscaping, which shall include, but is not limited to, outfield turf maintenance, and shrubbery, plants, and planter maintenance throughout the Premises. • Shall retain 100% of all metered parking and fees received for special or specific event fees. City of Huntington Beach Page 3 of 4 Printed on 9/1/2021 nower0$9 Legmta,'° File #: 21-598 MEETING DATE: 9/7/2021 • Shall have the right, upon reasonable notice, Burin= the Agreement Term and any extension thereof: and within three (3) years after Expiration or Termination of this Agreement to inspect and audit CONTRACTOR'S books and records. • At its sole and absolute discretion, may request removal of any banner or sign from the Premises. Staff believes that the proposed agreement and partnership will provide new joint promotional and program expansion opportunities for the City and recommends the approval of the Recommended Action. Environmental Status: Not applicable. Strategic Plan Goal: Infrastructure & Parks Attachment(s): 1) HBSC Partners RFP Submittal dated April 15, 2021. 2) Operational/Management Agreement between the City of Huntington Beach and HBSC Partners, LLC, for Facility Management and Operation Services of the Huntington Central Park Sports Complex. City of Huntington Beach Page 4 of 4 Printed on 9/1/2021 poaereZOq Leg,s:a, " OPERATIONAL/MANAGEMENT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HBSC PARTNERS, LLC. FOR FACILITY MANAGEMENT AND OPERATION SERVICES OF THE HUNTINGTON CENTRAL PARK SPORTS COMPLEX THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY", and HBSC Partners, an LLC hereinafter referred to as "CONTRACTOR" and collectively referred to as "PARTIES' RECITALS The CITY desires to retain a CONTRACTOR having special skill and knowledge in the field of sports activities, operations, and facility management; and The CONTRACTOR, represents that CONTRACTOR is able and willing to provide such services to the CITY; and CONTRACTOR has been selected to perform these activities, operations, and facility management services at the Huntington Central Park Sports Complex ('Premises" or "Sports Complex") pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.02, relating to procurement of service contracts have been complied with; and CITY and CONTRACTOR desire to enter into an Operational/Management Agreement to provide for such operations and management services of the Huntington Central Park Sports Complex. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the PARTIES agree as follows: 1. OPERATION AND MANAGEMENT As part of management, CONTRACTOR may enter upon, use, and maintain the Premises as described herein. Page 1 2. PREMISES The Huntington Central Park Sports Complex is located at 18100 Goldenwest Street. Huntington Beach. CA 92648 The property is within the boundaries of Huntington Central Park south of the Huntington Beach Central Park Library. The Premises is bordered by Goldenwest Street to the west, Talbert Avenue to the North. Gothard Street to the east, and Sully Miller Lake and the Ocean View Estates mobile home park area of Huntington Central Park to the south CITY shall retain full possession of the Premises and Amenities. and CONTRACTOR shall not acquire any ownership interest. temporary. permanent, irrevocable. possessory, or otherwise, in the Premises and Amenities. by reason of this Agreement. The Premises referred to in the Agreement consists of forty-five (45) acres and features eight (8) multi-use softball/soccer fields, seven (7) batting cages, three (3) open artificial turf fields, one (1) artificial arena turf field. one (1) team room/office building. one (1) concession building (at batting cage), two (2) attached restroom buildings, a maintenance yard. and over 800 parking spaces. Note that within the Premises, there are two (2) food and beverage concession buildings (with attached restrooms previously referred to). which are under separate operating agreement and (2) tot lots which are not included in this agreement. 3. TERM The Term of this Agreement shall be for a period of three (3) years, commencing on �rnfxi C d)ffy 7 a20 (the "Commencement Date") and ending on% The term of this Agreement may be extended up to two (2) additional three-year (3) terms upon mutual agreement of PARTIES evidenced in writing CITY may withhold consent to extend this Agreement with or without cause, in which case this Agreement shall terminate The time for performance of the tasks identified in EXHIBIT "A" are generally to be shown in EXHIBIT "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by PARTIES -- - - - Management Agreement Page 2 In the event the Commencement Date precedes the Effective Date, CONTRACTOR shall be bound by all terms and conditions as provided herein. 4. SCOPE OF SERVICES CONTRACTOR shall provide all services as described in EXHIBIT "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONTRACTOR hereby designates MATT OLMSTEAD, who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 5. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONTRACTOR in the performance of this Agreement. 6. FEES AND PROFIT SHARING MODEL a) Fees. Facility rentals and recreational program charges for use of the Premises shall continue at the rates included in the most current Master Fee and Charges Schedule as listed in EXHIBIT "C" through February 2022., Effective March 1, 2022, upon submission of satisfactory documentation of rates at similar facilities in Los Angeles and Orange Counties and upon approval by the Director of Community and Library Services (Director) fees may be adjusted. Thereafter, fees may be increased annually, effective January 1, at a rate no higher than the Consumer Price Index (CPI) and upon satisfactory documentation of fees at similar facilities in Los Angeles and Orange Counties upon approval by the Director. CONTRACTOR may rent fields and event space at the Premises for Specific Events. Such Events shall be subject to the CITY's Specific Events permitting process and fees (H.B. Municipal Code 13.54 Specific Events) per the CITY's most current Master Fee and Charges Schedule. CONTRACTOR will refer all Specific Event customers to CITY for permit application Management Agreement Page 3 process and payment of fees. Additional rental, program, services, and sponsorships fees not specifically listed in the CITY's most current Master Fee and Charges Schedule will be subject to the Profit Sharing Model shown in EXHIBIT "B". b) Profit Sharing. Profit Sharing revenue shall be paid at Huntington Beach City Hall, City Treasurer, 2000 Main Street, Huntington Beach, CA 92648, or the place CITY may designate in writing. CONTRACTOR shall pay CITY each month in accordance to EXHIBIT "B". c) Gross Sales Percentage Rates. Profit-Sharing Revenue shall be based on a Gross Sales Volume Percentage for standard services and events as set forth in EXHIBIT "C". The initial percentage rate for all items and service, excluding concession merchandise, for year-one (1) shall be based on a rate of ten percent (10%); year-two (2) at twelve percent (12%), and year-three (3) at fourteen percent (14%) of Gross Sales. Profit-Sharing revenue for concession merchandise and sales products shall be based on Gross Sales at a rate of five percent (5%) upon commencement of operations. Should the PARTIES agree to extend the Agreement, thereafter, the percentage rate shall increase at a rate of two percent (2%) during each subsequent three-year (3) terms. The first extension shall be based on a flat rate of sixteen percent (16%) for the duration of the extension, with the second and final term extension not to exceed a maximum of eighteen percent (18%) flat Gross Sales Volume Percentage during the term extension. CONTRACTOR shall pay CITY in accordance to EXHIBIT "B". i. CONTRACTOR may increase rates as specified in Section 6a of this Agreement. Any rate changes shall be reflected as an addendum during the term of this Agreement. ii. CONTRACTOR may propose a distribution system for the sale of Parking Passes. CITY has a right to accept, reject or modify methodology of said Management Agreement Page 4 system. Seasonal and Annual Parking Passes shall be sold on site and are subject to the most current version of the CITY's Master Fee and Charges Schedule. Oversized Vehicle Parking Permits will be available for events only, and not allowed for general daily use at the Premises in accordance with H.B. Municipal Code 10.44.060. CONTRACTOR shall pay CITY based on the Gross Sales Percentage Rate as referred to in Exhibit "B". iii. Parking Meter Revenue. City shall retain 100% of all metered parking funds. d) Profit Sharing Distribution. CONTRACTOR shall pay CITY Profit-Sharing Revenue by the fifteenth (15'") day after the end of each month. CONTRACTOR shall transmit with payment, a Gross Receipts Report for the month in which payment is submitted. The Gross Receipts Report shall include a statement of the gross receipts by source of sales, and such other information as CITY may require. All payments and the Gross Receipts Report shall be sent to the CITY as provided for under this Agreement. e) Late Charge. In the event that CITY does not receive the monthly Profit- Sharing Revenue on or before the fifteenth (1511) day after the end of each month, a late charge of ten percent (10%) of the monthly profit-sharing amount due shall be applied to any outstanding balance beginning the twentieth (20) day after the end of the month. If payment is received after the fifteenth (151") day, but postmarked on or before the fifteenth (15"), the revenue shall be accepted without penalty. If payment is received thirty (30) or more days after the due date, an additional one- and-a-half percent (1.5%) penalty shall be assessed daily until paid in full. f) Records and Audit. i. Annual Statement. CONTRACTOR shall provide CITY an annual Statement of Gross Sales within fifteen (15) days after the end of each Operational Management Agreement Page 5 Year. An Operational Year is defined as twelve (12) months beginning July 1 and ending June 30. i. Sales and Charges. CONTRACTOR shall record all sales and charges by electronic means or cash registers that display the amount of the transaction certifying the amount recorded. The program or register shall be equipped with devices or systems which log in daily sales totals, and which shall record the transaction numbers and sales details. At the end of each day, the system will record the total sales for that day. iii. Production of Statement. Records and Audits. CONTRACTOR shall make available for CITY inspection at the Premises a complete and accurate set of CONTRACTOR's and any sub-contractor's books and records of all sales of merchandise and revenue derived from the conduct of business at the Premises from which Gross Sales can be determined and all supporting sales records, including without limitation all federal and state tax returns. CONTRACTOR shall also furnish CITY copies of CONTRACTOR's quarterly California sales and use returns at the time each are filed with the State of California. CONTRACTOR further agrees that it will keep, retain and preserve for at least three (3) years all records, books, bankbooks (statements) or duplicate deposit books and other evidence of Gross Sales. CITY shall have the right, upon reasonable notice, during the Agreement Term and any extension thereof, and within three (3) years after Expiration or Termination of this Agreement to inspect and audit CONTRACTOR's books and records and to make transcripts therefrom to verify the payment due CITY. The CITY may conduct the audit at any reasonable time during normal business hours in a Management Agreement Page 6 manner that minimizes any interference with the conduct of CONTRACTOR's regular business operations. CONTRACTOR shall cooperate with CITY in making the inspection and audit. CITY shall further be entitled, once during each Operational Year, and once within three (3) years of Expiration or Termination of the Agreement, to an independent audit of CONTRACTOR's books of account, records, cash receipts, and other pertinent data to determine CONTRACTOR's Gross Sales, by a certified public accountant to be designated by CITY, at CITY's sole cost and expense. The audit shall be limited to the determination of Gross Sales and shall be conducted during usual business. If either audit shows a deficiency in the payment of any Profit-Sharing Revenue, the deficiency shall become immediately due and payable and if there is an overpayment, CITY shall immediately refund the amount of the overpayment to CONTRACTOR. CITY shall bear its costs of the audit unless the audit shows that CONTRACTOR understated Gross Sales by more than five percent (5%), in which case CONTRACTOR shall pay all CITY's reasonable costs of the audit. iv. CONTRACTOR's Gross Sales Audit. CONTRACTOR may contest the results of CITY's audit by performing a confirmatory audit within thirty (30) days of receipt of CITY's audit results and supporting evidence, using an independent public accountant reasonably acceptable to CITY. If CONTRACTOR's audit discloses that CITY's audit was incorrect by more than five percent (5%), then CITY shall pay the cost of such audit and shall pay the cost of CITY's audit. V. Acceptance. The acceptance by CITY of any monies paid to CITY by CONTRACTOR as Profit-Sharing Revenue from the Premises, as shown by any Management Agreement Page 7 statement furnished by CONTRACTOR, shall not be construed as an admission of the accuracy of said statement, or of the sufficiency of the amount of said Profit- Sharing Revenue, but CITY shall be entitled to review the adequacy of such payment pursuant to the above-described audit procedure. 7. GROSS SALES DEFINED The term "Gross Sales" shall mean the total selling price of all items listed on the CITY's Master Fee and Charges Schedule as shown in EXHIBIT "C", or of merchandise or services sold or rendered in, or from the Premises by CONTRACTOR, its sublessees, licensees, or concessionaires, whether for cash or on credit, and if on credit whether or not paid, and shall include without limitation: (a) All other receipts of all business conducted in, at, or from the Premises, including all deposits not refunded to purchasers, proceeds, receipts or any revenue derived whatsoever from the use of Premises, (b) Proceeds from sales based on orders solicited or taken from, in, or on the Premises for merchandise or services to be delivered or rendered off, or from sources outside, the Premises; and (c) All other revenue or receipts generated by or arising from the use of the Premises. 8. GROSS SALES EXCLUSIONS Notwithstanding the provisions of Section 7 of this Agreement, the term "Gross Sales" shall not include the following items and such items may be deducted from "Gross Sales" to the extent they have been included therein or have been included in a prior computation of"Gross Sales" on which Revenue has been paid under this Agreement to CITY: Management Agreement Page 8 (a) Any sales or use taxes imposed on the sale or rent of merchandise, or services that are added to the sales price collected from customers; and (b) Any transfer of merchandise from the Premises to the manufacturer or supplier from whom it was obtained by CONTRACTOR. 9. BOOKS AND RECORDS CONTRACTOR shall at all times keep or cause to be kept on the premises full, complete, and accurate records and books of account showing the total amount of Gross Sales as defined in this Agreement made each calendar month in, on or from the Premises. Furthermore, CONTRACTOR shall at the time of sale and in the presence of the customer cause the full selling price of each piece of merchandise and each service rendered in, on, or from the Premises to be recorded in an electronic system, or in a cash register or cash registers that have cumulative totals and are sealed in a manner approved by CITY. CONTRACTOR agrees to maintain on the Premises for a period of three (3) years following the close of each calendar month all records and books of account and all cash system or register tapes showing or in any way pertaining to the Gross Sales made in, or from the premises during such calendar month. 10. BUSINESS PURPOSES AND USE OF PREMISES The Premises shall be operated and managed for the purpose of sports activities and events, including, but not limited to, league management, field maintenance, activity rentals, and concession sales of approved products and services. CONTRACTOR shall provide CITY with a list of products and services, and associated prices for approval prior to the onset of sales. At all times, CONTRACTOR shall comply with the following requirements: (a) CONTRACTOR, at its sole cost and expense shall equip, operate, manage, and maintain the Premises in a safe and good working condition as described in EXHIBIT "A". Management Agreement Page 9 (b) At all times CONTRACTOR shall comply with all City, County, State and Federal laws and regulation, including but not limited to those regarding building permits, health and safety guidelines, and environmental regulations as applicable. (c) CONTRACTOR shall be responsible for obtaining CITY approval of, and providing appropriate signage for the Premises, including way-finding signs. CONTRACTOR shall maintain all signage in good appearance at all times during the life of this Agreement. CITY shall have the right to approve or require CONTRACTOR to change or remove signs or any other advertising on the Premises that does not meet CITY approved and/or CITY Municipal Codes. 11. PAYMENT OF UTILITY CHARGES CITY shall pay public utility charges, including water, sewer, gas, and electric. During the term of this Agreement or any extension thereof, CONTRACTOR shall pay, and hold CITY and the Premises free and harmless from all charges for the furnishing of garbage and rubbish services, telephone and internet services, and any other utilities to the Premises. 12. COMMUNICATIONS SERVICES CITY will work with CONTRACTOR to develop and execute a plan for providing Premises with communication services for phone and internet needs. Costs to be determined, and mutually agreed upon, by PARTIES. The plan will include a method for the CONTRACTOR to receive calls from the already established telephone number for the Sports Complex, either directly from the customer or indirectly through the CITY's telecommunication system. CONTRACTOR will continue to conduct all Sports Complex business and marketing using the existing telephone number for the Sports Complex. The CITY will maintain ownership of the existing telephone number. Upon termination of the Agreement, CONTRACTOR shall cease any and all use of said telephone number. Management Agreement Page 10 13. EXTRA WORK In the event CITY requires additional services not included in EXHIBIT "A" or changes in the scope of services described in EXHIBIT "A," CONTRACTOR will undertake such work only after receiving written authorization from CITY. Compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained and both parties have agreed upon the fees and compensation for such extra work. 14. MAINTENANCE AND REPAIR RESPONSIBILITIES CITY's maintenance responsibilities of the Premises shall be limited to maintaining all sewers and drain lines, roofs, attached public restrooms, and Premises landscaping, which shall include, but is not limited to, outfield turf maintenance, and shrubbery, plants, and planter maintenance throughout the Premises. CITY will service parking lot trash receptacles. CONTRACTOR shall monitor parking lot trash receptacles between CITY servicing for overflow and empty if appropriate in order to maintain the cleanliness of the parking lots. Except as set forth in the preceding paragraph. CONTRACTOR agrees to maintain the Premises in good order and repair at CONTRACTOR's sole cost and expense during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period, pursuant to the CITY's maintenance standards. A copy of the weekly evaluation summary sheet to be completed by the CONTRACTOR is attached as EXHIBIT "D", and incorporated herein by this reference. CONTRACTOR may use mutually agreed upon CITY-owned maintenance equipment (roused at Premises during the term of this Agreement or until the end of its useful purpose. Upon execution of the Agreement, CITY will work with CONTRACTOR to identify equipment for CONTRACTOR's use. Equipment shall be used in the course of daily maintenance of Premises and outlying CITY-ovmed fields in preparation for CONTRACTOR's use only. Once maintenance Management Agreement Page 11 equipment has exhausted its lifespan, any and all approved-replacement equipment shall be made at the sole cost and expense of CONTRACTOR. CONTRACTOR's obligation includes, without limitation, maintaining and operating the Premises and adjacent areas, in a clean, safe, wholesome and sanitary condition free of trash, garbage or obstructions of any kind and in compliance with any and all present and future laws, general rules or regulations of any governmental authority now, or at any time during the entire Term of this Agreement or any renewals or extensions thereof or during any holdover period, in force, relating to sanitation or public health, safety or welfare, or for the protection of life, limb or property; and CONTRACTOR shall at all times faithfully obey and comply with all laws, rules and regulations applicable thereto. CONTRACTOR, at its sole cost and expense, shall remedy without delay any defective, dangerous or unsanitary condition(s) caused by CONTRACTOR or anyone related thereto. Provided, however, that CONTRACTOR shall have no obligation to repair or maintain sewer lines or respond to sewer leaks. In addition to the Maintenance Responsibilities itemized in EXHIBIT "A", Section B.5, CONTRACTOR shall paint, stain or seal the Premises' building exterior surfaces, amenities, such as the batting cages and concession building, a minimum of every three (3) years, unless CITY determines in its sole discretion that such work shall be done on a more frequent basis. All exterior metal surfaces, except the roof, shall be painted with rust resistant paint no less than once every other year. Any and all graffiti on the Premises shall be removed by within forty-eight (48) hours of CONTRACTOR receiving notice thereof or of CONTRACTOR becoming aware of such graffiti. CONTRACTOR may at its sole cost and expense remove the graffiti, or the CONTRACTOR may call the CITY's graffiti hotline to report the incident. In addition, with or without notice from CITY, CONTRACTOR shall, at its sole cost and expense, repair and/or replace any broken glass within forty-eight (48) hours of its becoming broken, regardless of cause, except by fault of CITY. Management Agreement Page 12 Except as provided above for graffiti and broken glass, CONTRACTOR, at its sole cost and expense and with or without notice from CITY, shall repair and/or replace all damage or destruction to the Premises caused by act(s) of vandalism as soon as possible but in no event later than fourteen (14) days after the date such damage or destruction occurred. CONTRACTOR, at its sole cost and expense, shall repair and/or replace all other damage or destruction to the Premises, regardless of cause, except by fault of CITY. CONTRACTOR shall comply with all written notices served by CITY with regard to the care and maintenance of the Premises. Any written notice hereunder shall specify the work to be done and the period of time deemed to be reasonably necessary for completion of such work. Should CONTRACTOR fail to commence making the necessary repairs within seven (7) days after receiving such notice, or within twenty-four (24) hours of the glass becoming broken in the case of broken glass, or fail to diligently proceed to complete the necessary repairs within the period of time reasonably specified in the CITY'S notice, or within forty-eight (48) hours of the glass becoming broken in the case of broken glass, or within the forty-eight (48) hour time period for removing graffiti, or within fourteen (14) days of the date that the vandalism damage or destruction occurred, CITY shall proceed to cause the required work to be performed, and CONTRACTOR shall promptly reimburse CITY for the cost of labor and materials thereof and pay CITY a penalty on such costs at the penalty rate set forth in Section 6.e above from the date the costs were incurred by CITY to the date they are reimbursed to CITY by CONTRACTOR. CONTRACTOR hereby expressly waives the right to make repairs at the expense of CITY and the benefit, if any, of the provisions of Sections 1941 and 1942 of the California Civil Code relating thereto. Management Agreement Page 13 15. SPONSORSHIP BANNERS AND SIGNS ON PREMISES For purposes of this Agreement, CONTRACTOR shall be permitted to display sponsorship banners and signs within the Premises in compliance with the provisions of Zoning Code and Municipal Code. At its sole and absolute discretion, CITY may require removal of any banner or sign from the Premises. 16. ENTRY BY CITY CITY reserves and shall at any and all times have the right to enter the Premises, without notice to CONTRACTOR, for the purposes of inspection, and any other service to be provided by CITY to CONTRACTOR hereunder, and to alter, improve, or repair the Premises, providing that the business of the CONTRACTOR shall not be interfered with unreasonably. 17. INDEMNIFICATION, DEFENSE AND HOLD HARMLESS CONTRACTOR hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONTRACTOR's (or CONTRACTOR's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONTRACTOR, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONTRACTOR will conduct all defense at its sole cost and expense and CITY shall approve selection of CONTRACTOR's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONTRACTOR. Management Agreement Page 14 18. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE CONTRACTOR acknowledges awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. CONTRACTOR covenants that it shall comply with such provisions prior to the commencement of this Agreement. CONTRACTOR shall obtain and furnish to CITY workers' compensation and employers' liability insurance in amounts not less than the State statutory limits. CONTRACTOR shall require all subcontractors and contractors to provide such workers' compensation and employers' liability insurance for all of the subcontractors' and contractors' employees. CONTRACTOR shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and CONTRACTOR shall similarly require all subcontractors and contractors to waive subrogation. 19. GENERAL PUBLIC LIABILITY INSURANCE (a) In addition to the workers' compensation and employers' liability insurance and CONTRACTOR's covenant to defend, hold harmless and indemnify CITY, CONTRACTOR shall obtain and furnish to CITY, a policy of general liability insurance policy, including motor vehicle coverage against any and all claims arising out of or in connection with the Premises. This policy shall indemnify CONTRACTOR, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Premises, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including prod uctslcompleted operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000.00) for the Premises. This policy shall name CITY, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically Management Agreement Page 15 provide that any other insurance coverage which may be applicable to the Agreement, shall be deemed excess coverage and that CONTRACOTR's insurance shall be primary. (b) Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a "deductible" or any other similar form of limitation on the required coverage. 20. PROPERTY INSURANCE (a) CONTRACTOR shall provide before commencement of this Agreement and shall obtain and furnish to CITY, at CONTRACTOR's sole cost and expense, property and fire insurance with extended coverage endorsements thereon, by a company acceptable to CITY authorized to conduct insurance business in California, in an amount insuring for the full insurable value of the Premises, all improvements, trade fixtures, personal property whether or not owned or leased by CONTRACTOR, and all trade inventory in or on the Premises against damage or destruction by fire, theft, or elements. This policy shall contain a full replacement cost endorsement naming CONTRACTOR as the insured and shall not contain a coinsurance penalty provision. The policy shall also contain an endorsement naming CITY as an additional insured. The policy shall contain a special endorsement that such proceeds shall be used to repair, rebuild or replace any such improvements, trade fixtures, personal property whether or not owned or leased by CONTRACTOR, and all trade inventory so damaged or destroyed; and if not so used, such proceeds (excluding any insurance proceeds for trade fixtures, personal property whether or not owned or leased by CONTRACTOR, and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to CITY. The policy shall also contain a special endorsement that if the Premises are so destroyed triggering the PARTIES' ability to terminate as set forth in this Agreement, and either party elects to terminate the Agreement, the entire amount of any insurance proceeds (excluding such proceeds for trade fixtures, personal property whether or not owned or leased by CONTRACTOR and trade inventory, but only to the extent the insurance Management Agreement Page 16 proceeds specifically cover those items) shall be paid to CITY. The proceeds of any such insurance payable to CITY may be used, in the sole discretion of CITY, for rebuilding or repair as necessary to restore the Premises or for any such other purpose(s) as CITY sees fit. (b) This policy shall also contain the following endorsements: i. CITY shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with CITY prior to the execution of this Agreement. At least thirty (30) days prior to the expiration or termination of any such policy, a signed and completed certificate of insurance showing that coverage has been renewed shall be filed with CITY. 21. INCREASE IN GENERAL PUBLIC LIABILITY AND PROPERTY INSURANCE Not more frequent than once every two (2) years, if, in the sole opinion of CITY, the amount and/or scope of general public liability insurance in Section 21 above and/or property insurance coverage in Section 22 above at that time is not adequate, CONTRACTOR shall increase the insurance coverage as reasonably required by CITY. 22. CERTIFICATES OF INSURANCE/ADDITIONAL INSURED ENDORSEMENTS (a) Prior to commencement of this Agreement, CONTRACTOR shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; these certificates shall: 1. provide the name and policy number of each carrier and policy; 2. state that the policy is currently in force. (b) CONTRACTOR shall maintain the foregoing insurance coverage in force during the entire term of the Agreement or any renewals or extensions thereof or during any Management Agreement Page 17 holdover period. The requirement for carrying the foregoing insurance coverage shall not derogate from CONTRACTOR's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. CONTRACTOR shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 23. INSURANCE HAZARDS CONTRACTOR shall not commit or permit the commission of any acts on the Premises nor use or permit to the use of the Premises in any manner that will increase the existing rates for, or cause the cancellation of any liability, property, or other insurance policy for the Premises or required by this Agreement. CONTRACTOR shall, at its sole cost and expense, comply with all requirements of any insurance carrier providing any insurance policy for the Premises or required by this Agreement necessary for the continued maintenance of these policies at reasonable rates. 24. INDEPENDENT CONTRACTOR CONTRACTOR is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONTRACTOR shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONTRACTOR and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 25. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished Management Agreement Page 18 documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. (a) Remedies. In the event of termination. CONTRACTOR shall immediately stop work and surrender possession of the Premises to CITY. If CITY terminates this Agreement and in addition to any other remedies now or hereafter available to CITY under the laws or any judicial decision of the state in which the Premises is located, CITY may recover the following from CONTRACTOR: i. The worth at the time of award of the unpaid Profit Sharing Revenue which was due, owing and unpaid by CONTRACTOR to CITY at the time of termination, ii. The worth at the time of the award of the amount by which the unpaid Profit Sharing Revenue for the balance of the Agreement term after the time of award exceeds the amount of loss which CONTRACTOR proves could be reasonably avoided; 26. ASSIGNMENT AND DELEGATION This Agreement is an operation and management agreement and the work hereunder shall not be assigned, delegated or subcontracted by CONTRACTOR to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subcontractors must satisfy the insurance requirements as set forth in Sections 20, 21, 22, 23, and 24 hereinabove. 27. RIGHTS CITY shall retain all rights to the Sports Complex, all of its amenities and improvements, as its sole property. Management Agreement Page 19 28. CITY EMPLOYEES AND OFFICIALS CONTRACTOR shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 29. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONTRACTOR's agent (as designated in Section 4 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONTRACTOR may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONTRACTOR: City of Huntington Beach HBSC Partners, LLC ATTN: Director of Community & Library Services ATTN: Matt Olmstead 2000 Main Street 7076 Little Harbor Drive Huntington Beach, CA 92648 Huntington Beach, CA 92648 30. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. Management Agreement Page 20 31. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both PARTIES. 32. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 33. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. Management Agreement Page 21 34. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 35. IMMIGRATION CONTRACTOR shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 36. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONTRACTOR and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONTRACTOR understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY, and CITY shall not be liable for payment of any legal services expenses incurred by CONTRACTOR. 37. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. Management Agreement Page 22 38. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement shall so survive 39. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California 40. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact. held by the signatory or is withdrawn CONTRACTOR'S INITIALS 41. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations. inducements. promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement. warranty. fact or circumstance not expressly set forth in this Agreement This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. Management Agreement Page 23 42. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONTRACTOR, CITY OF HUNTINGTON BEACH, a municipal corporation of the HBSC Partners, LLC. State of Cajtqrnia Company Name Mayor By; SF, �4- INITIATED AND APPROVED: Print Name ITS: (circle one) CFjaicfl+en/P�nWic�ttent ! PA }.j r 2 'Q / Director/Chief A By; LAPPROVE AS TO FORM. Print Name VCity Attorney 14& ITS: (circle one) Secretary/ChiefFlnancial OfficerlAs*- Se"e"—Treasurer -�o �- j< t2D Date jRlkWjED ND OOVED: ATTEST: w U4 City Manager City Clerk Management Agreement Page 24 SCOPE OF WORK EXHIBIT A Management Agreement Page 25 SCOPE OF WORK CONTRACTOR shall at all times during the term of the Agreement, at its own cost and expense, provide administration, marketing, field maintenance, personnel, supervision and management of day-to-day operation of the Sports Complex activities. If additional fields are needed, CONTRACTOR may coordinate reservations of outlying fields with CITY Recreation Supervisors overseeing Edison, Murdy, Greer and Worthy parks, respectively, at a rate consistent with the CITY Council approved Master Fee and Charges Schedule. . The CITY reserves the right to change the operations schedule due to weather, natural disaster, health and safety, facility issues, or other acts beyond the control of the CITY. The CITY and CONTRACTOR shall follow all health and safety guidelines and regulations, put forth by the Federal, State, County, and other governmental health agencies. The Sports Complex may operate seven days a week, year-round. CITY staff may not be available on federally observed holidays. In addition, the CONTRACTOR will offer areas of the Sports Complex for reservations when not in use for regular programming or scheduled events. Best industry practices and/or best management practices may require additional services not explicitly noted in this Agreement. The CONTRACTOR shall identify any new services to be added, provide pricing, and background information regarding the new service, prior to obtaining approval by the Director or designee. The Community & Library Services Department will monitor the services provided by the CONTRACTOR. If the services are not deemed satisfactory, the CONTRACTOR may I be given verbal and written notice or terminate the Agreement. A. ADMINISTRATIVE: 1. Marketing and Community Outreach - CONTRACTOR shall provide the following minimum services: i. Design, publish and distribution of all league and recreational activity, marketing materials, and forms. Materials to include print and digital media platforms, and copy for the HB SANDS Recreation Guide. ii. Mailing list processing, maintenance, generation and all expenses related to mailing. iii. Design and operate a website for the Sports Complex activities that may include but are not limited to, activity registration, field schedules, statistics, and team standings. . Management Agreement Page 26 iv. Dissemination of social media and public relations materials. CONTRACTOR shall obtain prior CITY staff approval of any press releases, marketing, promotions, etc. The CITY reserves the right to require CONTRACTOR remove any marketing or messaging. 2. Merchandise and Subcontracting Vendors i. CONTRACTOR shall not permit merchandise vendors unless written permission is obtained from the Director. ii. CONTRACTOR shall have revenue-generating opportunities through the Batting Cage Concession facility. Due to the CITY's contractual agreements with existing food and beverage concessionaires, no food or beverages may be sold through this Agreement. However, upon approval, the CONTRACTOR may provide concessions for merchandise, apparel, and supplies related to Sport Complex activities. iii. CITY retains the right to require CONTRACTOR to refrain from sale or use of items that are substandard quality or of objectionable character as determined by the CITY in the exercise of CONTRACTOR's judgement. 3. Reports and Allocation Schedules i. CONTRACTOR shall provide CITY with copies of schedules prior to the start of each season. Changes to game schedules will be provided to the CITY within three (3) days after their occurrence. it. CONTRACTOR shall prepare and distribute any required forms, league schedules, and rosters, (verifying to the best of their ability that all players are of legal age, and have legally initialed and signed forms, ruling on player's eligibility, and addition and deletion of players as necessary). iii. CONTRACTOR will keep an open line of communication with the CITY's contracted food and beverage concessionaires in order to provide adequate services to Sports Complex guests and the general public. 4. Fees and Financial Terms i. Fees Schedules — CONTRACTOR shall use the CITY's most current approved Master Fee and Charges Schedule where applicable for parking fees, special and/or specific event fees, or other CITY programming fees. ii. Fees. Facility rentals and recreational program charges for use of the Premises shall continue at the current rates as listed in EXHIBIT "C through February 2022., Effective March 1, 2022 fees may be adjusted by the City by the Director of Community and Library Services (Director). Thereafter, rates may be increased annually, effective January 1, at a rate no higher than the Consumer Management Agreement Page 27 Price Index (CPI) and upon satisfactory documentation of rates at similar facilities in Los Angeles and Orange Counties with prior approval of the Director. iii. Profit Sharing Model - Profit Sharing Percentage shall pertain to all sales, rentals, cash sponsorships, event revenues, tournament fees, league fees, batting cage fees, concession sales, etc. See Section 6 of the License Agreement for details. V. Financial Authorizations and Refunds - CONTRACTOR is authorized to collect payments, deposits, issue refunds, and manage cancellations for Sports Complex recreational classes, leagues, tournaments, and event rentals. CONTRACTOR may accept one or more major credit cards for fees charged. All charges related to the acceptance of such cards shall be borne at the expense of the CONTRACTOR. B. OPERATIONAL PLAN: 1. Management CONTRACTOR agrees to operate and manage the Sports Complex facility and services offered in a high quality manner and shall maintain the Premises in accordance with the minimum maintenance standards as listed in this Agreement. 2. Goals and Objectives CONTRACTOR shall incorporate the CITY's goals and objectives for the Sports Complex to be a fun, friendly, and safe environment for youth and adults alike to enjoy physical activity and promote sportsmanship and community connection. 3. Hours of Operation Subject to CITY's approval, CONTRACTOR will establish days and hours of operation, as convenient for the needs of the community and approved by the City. CONTRACTOR may operate the Sports Complex seven days (7) a week, year-round. CONTRACTOR should note that CITY staff may not be available on federally observed holidays. CONTRACTOR may close for up to ten (10) verified increment weather days and up to twenty-eight (28) Operational Days for repair and maintenance of the Premises. Any closure beyond this must be approved by CITY. CITY reserves the right to change operational schedules or close the facility due to weather, natural disaster, public health and safety, facility issues or other acts beyond the CITY's control. An Operational Day is defined as the Premises being open for business a minimum of four (4) consecutive hours. Typical Hours of Operation shall be 7:00 AM — 10:00 PM. Extended Hours of Operation shall require approval from the Director or their designee. Management Agreement Page 28 4. Activity Equipment CONTRACTOR shall: i. Provide all essential game materials that are in line with best management practices of a professionally run sports complex. ii. Provide "Jack Corbett Original Hollywood" style bases for each field as needed. iii. Provide maintenance equipment. (See License Agreement, Section 15. Maintenance and Repair Responsibilities, for equipment sharing details.) iv. Provide line up cards with hold harmless/release/assumption of risk language and ensure that each player (or coach) signs the agreement or does not play. 5. Contractors Employees i. CONTRACTOR shall ensure that its employees shall at all times conduct themselves in a creditable manner. it. CONTRACTOR will maintain a staff adequate to operate and administer all facilities located on the Premises in meeting standards set forth in this Agreement 6. Staffing — Sports Activity Coordination i. CONTRACTOR or CONTRACTOR's staff shall provide general supervision of fields, games, disciplinary action of CONTRACTOR's staff, spectators and participants. ii. Provide staff and designate online platform and/or location to conduct team registration process. iii. CONTRACTOR or CONTRACTOR Staff shall be responsible for the scheduling of all game officials and pertinent personnel to conduct the respective activities at the Sports Complex. iv. In addition to the Huntington Central Park Sports Complex, softball fields utilized in the CITY include Edison, Murdy, Greer and Worthy parks. CONTRACTOR shall coordinate field reservations with Recreation Supervisors at outlying fields. v. CONTRACTOR to attend all meetings called by the league participants or CITY regarding sports activities or the Sports Complex. vi. CONTRACTOR shall administer and conduct tournament rentals in which teams are eligible to participate and that generate revenue for the CONTRACTOR and CITY. Management Agreement Page 29 vii. CONTRACTOR shall collect team and tournament team registration fees via online, mail-in (checks only) or on-site. Provide a receipt for the participants and keep an account procedure acceptable to the CITY. 7. Statistical support to include: i. CONTRACTOR shall track team standings, game results, scores, and check for accuracy. ii. CONTRACTOR shall provide classification of league teams to ensure balanced competition. iii. CONTRACTOR shall be responsible for the preparation and printing of league schedules. iv. CONTRACTOR shall prepare statistical summary reports including league schedules. v. CONTRACTOR shall generate computerized mailing labels, rosters, summary report forms as may be required. vi. CONTRACTOR shall supply hardware and software support services to ensure proper, inventory, maintenance and immediate repair/replacement of inoperative equipment. 8. Rules/Regulations, Game Officiants, and Scorekeepers i. CONTRACTOR may develop rules and regulations in accordance to prevailing rules in surrounding private or municipal adult and youth recreational sports leagues or programs (e.g.. SCMAF, ASA, etc.), and establish appropriate ground rules for the Sports Complex in the interest of safety and fair play. The CITY reserves the right to modify any ground rule or "house rule" set forth by the CONTRACTOR. ii. CONTRACTOR shall be responsible for hiring, scheduling, supervising and paying certified game officiants and/or scorekeepers for sports activities. iii. Game officiants and scorekeepers are considered subcontractors of the CONTRACTOR. CONTRACTOR shall ensure proper LiveScan background checks are conducted for all staff, subcontractors, volunteers, etc., at no cost to the CITY, prior to commencement of games. iv. CONTRACTOR shall assume full responsibility for the conduct of staff, subcontractors, volunteers, etc. At its sole discretion, the CITY reserves the right to bar any of the aforementioned individuals if deemed necessary. Management Agreement Page 30 B. FACILITY: 1. Signage CONTRACTOR shall observe all Municipal Codes regarding signage at the Sports Complex. All signage must be approved by the Director of Community & Library Services or designee. 2. Field Usage CONTRACTOR shall provide field allocation schedules for various sports activities. Schedules shall include anticipated downtime for field repair and maintenance. 3. Batting Cage ( Concession Building CONTRACTOR shall have revenue generating opportunities (excluding food and beverage sales) and maintenance responsibility for the Batting Cage and Concession Building. The CONTRACTOR shall provide various batting cage services, and may provide merchandise concessions including, but not limited to: i. Drop-in batting practice opportunities to the public. ii. Cage rentals for team practices and parties. iii. Batting lesson opportunities. iv. Merchandise and apparel sales related to Sports Complex activities based on approval by CITY. Pricing of items shall be in accordance with similar facilities within the Orange County area. The CONTRACTOR shall have the ability to establish prices, but shall submit any changes to the CITY within thirty (30) days of their proposed change 4. Parking Lot Services CONTRACTOR shall have non-exclusive use of the parking lot for Sports Complex activities. Use of the parking lot for other purposes other than to park cars shall be prohibited without prior approval by CITY. Sports Complex parking lot is a shared lot with other CITY facilities, such as the Huntington Central Park Library, Senior Center in Central Park, and Huntington Central Park as a whole. The parking lot is open for public use and overflow for Central Park activities and events. 5. CONTRACTOR Maintenance Responsibilities CONTRACTOR shall provide and be responsible for all daily infield maintenance, which includes watering, dragging, chalking, etc. Additionally, CONTRACTOR shall be responsible for general infrastructure maintenance, which may include, but is not limited to, painting, upkeep of amenities, pitching machines repair, fence repair, and shall Management Agreement Page 31 maintain restrooms outside of contracted janitorial services, including cleaning and restocking of paper products as supplied by CITY. CONTRACTOR shall also provide the following to each field prior to the start of each game/season along with other facility maintenance provisions: i. CONTRACTOR shall not change field base peg settings, home plate, or pitcher's mound without prior approval from CITY staff. In the event that base pegs, home plates, or pitcher's mound need repair or replacement, the CONTRACTOR will be responsible for the cost. ii. CONTRACTOR shall fill low spots in all infield areas. iii. CONTRACTOR shall repack bases and batter's box areas, and pitcher's mound. iv. CONTRACTOR shall drag, water and line infields in advance of the game time. v. CONTRACTOR shall blow out debris, rake or sweep dugout areas. vi. CONTRACTOR may make additional field improvements subject to prior written approval of CITY. In addition, CITY may, from time to time, make certain improvements, which it deems to be advantageous or necessary for the protection of public property, or for the safety of ball field participants and spectators. vii. CONTRACTOR shall be required to provide laser leveling and removal of all "berms" that have accumulated around the infield and turf areas. The laser leveling of designated/approved fields should be performed on a mutually agreed upon schedule with CITY. viii. CONTRACTOR shall be required to provide CITY approved infield mix and apply as necessary, or as directed by CITY staff, in order to maintain the integrity of the fields. ix. CONTRACTOR shall only use approved equipment to maintain the fields. No pick-up trucks shall be permitted to drag infields for preparation of surface areas. x. CONTRACTOR shall be responsible for opening and closing of restroom outside of food and beverage concessionaire's operating hours. A. CONTRACTOR shall report to CITY as soon as possible any items of health or safety, including issues with fencing, benches/bleachers, plumbing, electrical, and other items of public and staff safety concerns. Management Agreement Page 32 xii. CONTRACTOR is responsible for daily and routine site maintenance and upkeep, which may include, but is not limited to, exterior walls, graffiti, electrical, heating, air conditioning or plumbing of the buildings. xiii. CONTRACTOR will be responsible for the repair and maintenance of all equipment, appliances and other items related to the batting cages area. xiv. CONTRACTOR shall keep the entire facility clean and properly maintained. The facility is subject to inspection by the CITY or designee with or without notice. xv. The CONTRACTOR will not make alterations, additions or improvements to the facility without prior written consent by the Community & Library Services Director or their designee. All alterations, additions and improvements shall be deemed to be the property of the CITY at the termination of the Agreement. xvi. CONTRACTOR shall be responsible for custodial maintenance of the parking lot resulting from scheduled CONTRACTOR and event activities, which at a minimum includes trash removal from the parking stalls, drive aisles, and the landscape area surrounding the lot. Management Agreement Page 33 PROFIT SHARING MODEL FOR THE HUNTINGTON CENTRAL PARK SPORTS COMPLEX EXHIBIT " B " Management Agreement Page 34 EXHIBIT "B" PROFIT SHARING SCHEDULE Utilizing the CONTRACTOR's Fee Schedule, attached herein and referenced as "EXHIBIT "C", CONTRACTOR shall charge for sports activities and services provided at the Huntington Central Park Sports Complex. A profit sharing program with the CITY shall commence upon execution of the agreement as listed below, with the exception of concession merchandise and apparel sales, which shall be subject to a five- percent (5%) Profit Sharing Percentage Rate. Should the CONTRACTOR offer services or items not listed in the CONTRACTOR's Fee Schedule, CONTRACTOR may set fees in accordance with standard market value of said products or services with prior approval of CITY, and subject to the Gross Sales Profit listed below. CONTRACTOR shall furnish CITY with statements of CONTRACTOR's Gross Sales within Fifteen (15) days after the end of each month. CONTRACTOR shall sign and certify as correct each monthly Statement of Gross Sales and provide CITY with payment to match the corresponding profit percentage provided in the statement and in accordance to the Payment Schedule listed below. GROSS SALES PROFIT Original Agreement 3-Year Term Percentage Rate Year One (1) 10% Year Two (2) 12% Year Three (3) 14% First Extension — Additional 3-Year Term Year Four - Six (4, 5, 6) 16% Second Extension —Additional 3-Year Term Year Seven - Nine (7, 8, 9) 18% Management Agreement Page 35 CITY'S MASTER FEE SCHEDULE EXHIBIT C 36 "EXHIBIT B-2" Sports Complex Master Fee Schedule Description Adopted Charges Courts and Fields Rentals (hourly) Edison/Murdy Tennis/Racquetball Court Reservations S4.00/hour + tournament fees Field/Practice Lights: Hope View $15.00 Soccer/Softball/Artificial Turf Fields (Edison Murdy, Worthy, Greer, Sports Complex, Lamb - hourly) Field without Lights: Adult/Youth S25.00 Nonprofit Youth or Organized 55+ Seniors S15.00 Field with Lights/Arena Field: Adult/Youth 535.00 Nonprofit Youth or Organized 55+ Seniors $25.00 After Business Hours (hourly rates) $20.00/per hour Softball/Baseball Field Preparation Charge 525.00/field/per preparation Sports Complex - Batting Cages One Token $1.00 Six Tokens $5.00 30 minutes $15.00 Adult Sports Programs Slo-Pitch Softball (per team) $420.00 (+$25.00 if late) Senior Softball (per team) $200.00 Adult Soccer (per team) $400.00 Tournaments 10% of gross receipts + rental fees Team Room Rental — Hourly Rates Group 1 & II (Community/Library Services Sponsored) None Group III (Community/Library Co-Sponsored) $20.00 Group IV (Civic/Nonprofit Organization) $25.00 Group V (Non-Resident 2-hr. Min.) $35.00 Group VI (Commercial/Business/For Profit) $40.00 Sports Complex Master Fee Schedule— Parking Day Use $1.00 Season Parking Pass — Per Each Season $10.00 Annual Parking Pass— Per Calendar Year(3 seasons) Vehicles over 20 feet, including extensions & trailers)— Day Use' $30.00 $10.00 Note: Oversized Vehicles permits are exclusive to tournaments and special events only— not available for daily general parking. 37 MAINTENANCE CHECKLIST EXHIBIT D 38 "EXHIBIT D" SPORTS COMPLEX WEEKLY MAINTENANCE CHECKLIST Inspection Date: By: HBSC Representative: AREA OK NEEDS ATTENTION GENERAL GROUNDS Artificial Turf Fencing Backstops Netting Storage Areas Infield Irrigation Trash Enclosure Parking Lot Banners/Signage Other BATTING CAGES/ CONCESSION/RESTROOM BUILDINGS Doors and Locks Exterior Walls Interior Walls Equipment Windows/Trim Roof Restroom Sinks Restroom Stalls/Urinals Storage Areas 39 CONTRACTOR'S INSURANCE DOCUMENTS ATTACHMENT #1 40 l • OATE(MMMOVYYYY) A4C"o CERTIFICATE OF LIABILITY INSURANCE 3/9f2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this ceniflcate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dustin Keeney Wmem Republic lnEoranee Services ue,Nd Ea: 714.536.0500 I. No): 19900 Beach Blvd ADOREss: dumin@wrimursnce.eom Sl11te F1 INSURER(SI AFFORDpG COVERAGE NAICI Huntington Beach CA 9264E INSURER A: HDI GLOBAL SPECIALTY SE 134004 INSURED INSURER B: PHILADELPHIA NO fNS CO HBSC Paneers INSURER C: 18100 GOLDEN W EST ST INSURER D INSURER E: HtNTINGTON BEACH CA 92648-1lot I INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRI8ED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD wV0 POLICY NUMBER fNMVaGoYYy MMIOO UMITS T-01M MERCIAL GENERAL UABIUTY EACH OCCURRENCE $ I,OD0,000 CLAIMS a OCCUR PREMISES(Ee oeaceeneel $ 100,000 .MED EKP("Me pmam) S F eluded A Y 18LB3357 0Bl052021 OS/052022 PERSONAL X ADV INJURY S 1,000,000 GENL AGGREGATE LWIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 Poucv JE PRo- � CT LOC PRODUCTS-COMPA)P AGO f 2,000,000 OTHER: S AUTOMOBILE LIABILITY Ea Auspeo ` f ANY AUTO BOOILY INJURY(Par pe.) S OWNp SCHEDUL �n ED BODILY INJURY adt) E AUTOS ONLY PUTOS HIRED NON-0w w ., E AUTOS ONLY AUTOS ONLY Ree omdenD E UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESSUAB CLAIMS-RUDE AGGREGATE $ APPROVED AS TO FO IM ICED RETENTIONS f RKERS COMPENSATION D EMPLOYERS'UABILITY YIN By: STATUTE ER NY PROPRIETORJPARTNEREXECImVE❑ NIA ) A E.L.EACH ACCIDENT S FICERIMEMSEH EXCLUDED? CITY ATTORNEY MaMetory In NNl EL.DISEASE-EA EMPLOYEE E II yyemf aaaaihe Ws, CITY OF HUNTINGTON EACH OESCRIPnON OF OPERATIONS 1pY E.L.DISEASE-POLICY LIMIT 3 B Accidental Medi.1 PHPA088401 08/052021 08/052022 Coverage S25,000 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES ACORD 101,Addlllonal Remarks,Schadub,may he attached IT more apace la reaulred) Those usual to the insured's operations.The City of Huntington Beach,its officers,elected of appointed officials, employees,agents and volunteers are named as additional insured per the attached CG 20 26 04 13. Insurance is primary and non-contributory per the attached ECG 24 520 08 05, Location: 18100 Goldenwest Street,Huntington Beach,CA 92648. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZED REPRESENTARVE Huntington Beach,CA 92148 ®1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD '`���® CERTIFICATE OF LIABILITY INSURANCE DATE9/0/ 2021 Y) 09/O1R02, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endarsement(s). PRODUCER ICOONEACT AP Intego InsuranceGroup,Gup,LLC AP INTEGO INSURANCE GROUP,LLC PHONE IFAz,. Net 375'A/oodcliH Dr. Ea Do ss: Dens@apintego.com Suite 103 INSURER4SI AFFORDING COVERAGE I NAM Fairport NY 14450 INSURER A: State Compensation Insurance Fund-State Rued in California 135076 INSURED INSURER e: HRSC Partners LLC : IINSURERc _ 18100 GWdMWest St INSURER 0: INSURER E HUntiNton Beach CA 92647 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR I ADDIL tYpE OF INSURANCE POLICY Elm PaIJCY UP UMRS LTR POLICY.NUMI MaeDO N-'.t9 GENERAL LIABILITY EACHCCCURRENLE i COMMERCIAL GENERAL UARILJTY r, PREMISES IEa ranvr< S CVJUS-MADE OCCUR I MED etP( one 0ersanl S PEPSONALAAOV INJURY S GENERAL AGGREGATE Is GENT AGGREGATE LIMD APPLIES PER: PRODUCTS-COMPIOP AGO f POIJCY PRO' I—I LCC F f AUTOMOBILE LIABILM �' CEO a dNwEBm 1 LIMI I f ANY AUTO -- - SKI INJURY(P.Fehaa) 1 ALL OWNED SCHAUTEDULED BOgLY INJURY(Para GOarVI f A�OS NON.EG PR tt MA f HIRED AUTOS AUTOS (Par I t UMBRELLA Lin° OCCUR , EACH OCCURRENCE f excess CIA° LW MS.IaADE nOGREGATE t DEB RETENTIONS f WORKERS COMPENSA nON x PC SAiI}TS1 OTH* AND EMPLOYERS WBMIrY FIR YIN A ANY PROPRIETORNARi.NQVp(ECuirvE❑ . lA r�, 930.i68e-2021 0B/31/202, 08,31/2022 E.L EACn ACGOENT f 1000000 OFFlC Ew RHr EXCLUDED? f IRa aE InNHl E.�gSEASE EA EMPLOYE S 1,000,000 u ro+.aeaaw,am E.L gSEASE-POLICY U. f 1,000,000 DESCRIPTION DF OPERAT1aN51 LOCATIONS I VERICLES IAmch ACORD 101,ACE W mel Remaha Sch.dub,B mon 90ece le.4waI n CERTIFICATE HOLDER CANCELLATION City.(Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORRED REPH95ENTAME HunOnytan Beach CA 9264E ®1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD !'Clear All- POLICY NUMBER: 18LB3357 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): City of Huntington Beach, its officers, elected of appointed officials, employees, agents and volunteers 2000 Main Street Huntington Beach, CA 92148 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to S. With respect to the insurance afforded to these include as a n additional insured the person(s)or additional in sureds,the following is added to organization(s)shown in the Sche dule,but only with Section III—Limits Of Insurance: respect to liability for"bodily inju ry","prope rty If coverage provided to the additional insure d I s damage"or"personal and advertising injury`caused, required by a contract or agreement,the most we in whole o r in part, by your act s or omissions or the will pay on behalf of the additional insured is the acts or omissions of those acting on your behalf: amount of insurance: 1. In the performance of yo ur ongoing operations; 1. Required by the contract or agreement; or or 2. Available un der the ap plicable Limi is of 2. In connection with your premise s owned by or Insurance shown in the De darations; rented to you. whichever is less. This end orsement shall not incre ase the However: applicable Li mits of Insuran ce sho wn in the 1. The insuran ce afforded to such additional Declaration. insured only applies to th a extent permitted by law; and 2. If coverage provided to the additional insured is required by a contra of or agree ment, the insurance aft orded to su ch ad ditional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 Policv Number: 18LB3357 COMMERCIAL GENERAL LIABILITY ECG 24 520 08 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - OTHER INSURANCE (PRIMARY NONCONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Condition 4. Other Insurance of SECTION IV (2) Any other primary insurance available to COMMERCIAL GENERAL LIABILITY CONDITIONS you covering liability for damages arising is replaced by the following: out of the premises or operations, or the a. Primary Insurance products and completed operations, for which you have been added as an addi- This insurance is primary except when b, be- tional insured by attachment of an en- low applies. If this insurance is primary, our ob- dorsement. ligalions are not affected unless any of the other insurance is also primary. Then, we will When this insurance is excess,we will have no share with all that other insurance by the duty under Coverages A or B to defend the in- method described in c. below, except that we sured against any"suit" If any other insurer has will not seek contribution from any party with a duty to defend the insured against that "suit". whom you have agreed in a written contract or If no other insurer defends, we will undertake agreement that this insurance will be primary to do so, but we will be entitled to the insured's and noncontributory, if the written contract or rights against all those other insurers. agreement was made prior to the subject "oc- When this insurance is excess over other in- currence" or offense. surance, we will pay only our share of the b. Excess Insurance amount of the loss, if any, that exceeds the sum of: This insurance is excess over. 1 An of the other insurance, whether n (�) The total amount that all such other ence sur- ( ) Y P - ante would pay for the loss in the absence mary, excess, contingent or on any other of this insurance, and basis: (2) The total of all deductible and self-insured (a) That is Fire, Extended Coverage, amounts under all that other insurance. Builder's Risk, Installation Risk or simi- lar coverage for'your work"; We will share the remaining loss, if any, with any other insurance that is not described in this (b) That is Fire insurance for premises Excess Insurance provision and was not rented to you or temporarily occupied by bought specifically to apply in excess of the you with permission of the owner; Limits of Insurance shown in the Declarations (c) That is insurance purchased by you to of this Coverage Part. cover your liability as a tenant for"prop- c. Method Of Sharing erty damage" to premises rented to you or temporarily occupied by you with If all of the other insurance permits contribu- permission of the owner, or tion by equal shares, we will follow this method also. Under this approach each insurer con- (d) If the loss arises out of the maintenance tributes equal amounts until it has paid its ap- or use of aircraft, "autos" or watercraft plicable limit of insurance or none of the loss to the extent not subject to Exclusion g. remains,whichever comes first. of Section I — Coverage A — Bodily In- jury And Property Damage Liability. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Page f of 2 ❑ Inc., with its permission. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of in- surance to the total applicable limits of insurance of all insurers. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2 ❑ Used with its permission. Resolution No. 2008-63 Su ity CITY OF HUN'I'1INGTON BEACH Hf 2000 Main Street, Huntington Beach, CA 92648-2702 ,,=,; DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in onnection with or in the performance of said task(s) or events(s) if any ehicl (s) Signature of Permittee: Print Name: Company Name (if applicable): Date Signed: 16407 EXHIBIT 1 ATTACHMENT #5 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk September 16, 2021 HBSC Partners, LLC Attn: Matt Olmstead 7076 Little Harbor Drive Huntington Beach, CA 92648 Dear Mr. Olmstead: Enclosed is a fully executed copy of the "Operational/Management Agreement between the City of Huntington Beach and HBSC Partners, LLC. for Facility Management and Operation Services of the Huntington Central Park Sports Complex" approved by the Huntington Beach City Council on September 7, 2021. Sincerely, n - Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand , rh _ 'I�' ,vc , 4 �POORT COOMPLE '� tr - City of Huntington Beach Request for Proposals 2021 -0413 SPORTS COMPLEX ACTIVITIES & FACILITY MANAGEMENT APRIL 15. 2021 I TABLE CONTENTS �v r ACover Letter BExperience CProject Understanding References & Testimonials E Exhibits COVER LETTER �r ,s tv ' + 1 ,r +• �4r fl� , . HESC April 15, 2021 City of Huntington Beach ATTN: Jennifer Anderson 2000 Main Street Huntington Beach, CA 92648 Re: City of Huntington Beach Request for Proposals 2021-0413 Sports Complex Activities & Facilities Management Dear Ms. Anderson and the Selection Committee, We would like to thank the City of Huntington Beach for the opportunity to present our proposal for Sports Complex Activities and Facilities Management. We recognize how incredibly important the Sports Complex is to our community and we are excited to partner with the City of Huntington Beach to realize the potential of this amazing facility and make the Huntington Beach Sports Complex a premier sports venue. At it's core, sports are about teamwork...about building a sense of community...and about diverse individuals collaborating to achieve a common goal. We believe wholeheartedly that a successful Sports Complex reaches far beyond the daily operation of the fields, but it establishes a connection with the community, creates memorable experiences for its patrons, and provides a place for local athletes to learn fundamental skills in sport...and in life. Sports provide so much more than physical benefits, especially when they are incorporated into the lives of young people. Over the years, numerous studies have shown the correlation between sports and academic success, the ability of athletes to overcome adversity and tackle big problems, the development of leadership and communication skills, the ability to manage time effectively, and to be decisive under pressure. This is the opportunity that we see in the Sports Complex and what we want to provide for OUR city. We feel strongly that we have established a team that is dedicated to realizing our vision. A team of visionaries, sports professionals, and Huntington Beach icons that will put the best interest of our great City first. Our team has already dedicated a significant amount of planning for this opportunity, and if selected, we are committed to leading a revitalization and transformation of this site that HB can be truly proud of. We are thrilled to be working with such an amazing and committed group of stakeholders, whose passion for this project has been evident throughout the proposal process, and we look forward to continuing this journey with the City. Since ly. Matt Olmstead HBSC Partners PH: 714-376-1028 Email: hbmatty@gmail.com 204 EXPERIENCE , r - :y fr r l HBSC PARTNERS FIRM HBSC Partners. LLC is a partnership formed for the sole purpose of developing the Huntington Beach Sports Complex into the hub of youth and adult sports for our local community and a OVERVIEW destination for sports competition. Huntington Beach is a premier year-round travel destination, and the Sports Complex provides a unique opportunity to integrate youth player development, competition, and adult recreation with the local amenities that make Huntington Beach so special. In recent years. HBSC as developed nationally recognized youth baseball programs. We have developed strong partnerships with some of the most renowned organizations and individuals in baseball community, providing our youth players with the access and opportunity to pursue their athletic dreams Having travelled the country. visited countless "sports complex" venues. and successfully represented the Huntington Beach community on the largest of stages. we have seen how these experiences have helped shape young athletes, stimulate local economies, and build lifelong relationships. For all of us, one question has always lingered. "Why can't we do this in Huntington Beach?" Our background, however, goes beyond our extensive experience in sports. Having been born, raised, lived, and worked in Huntington Beach. the partners at HBSC have developed strong ties with HB community organizations, hospitality and retail businesses, and the families that are the fabric of this great community Our firm is looking far beyond the financial pro-forma of the Sports Complex, but rather how the Sports Complex could best benefit the people and the businesses of this great city The partners of HBSC, are highly respected leaders in their respective professions, responsible for the development and oversight of successful business ventures and initiatives, and we care deeply about the Huntington Beach community. As a team. our sole mission is dedicated to creating a place for our local athletes to call home while inspiring community growth and vitality. We believe strongly that. in collaboration with the City of Huntington Beach, the Sports Complex can become more than just a "place" but an "experience." o MANAGEMENT OF •UTH SPORTS PROGRAMS • COMMUNITY PARTNERSHIPS Collectively. HBSC partners have over 15 years As HB locals, we have built strongrelationships of experience managing, developing and many businesses and organizations in our operating youth sports programs, participating in community. We look forward to forming further events throughout United States. development REPUTATIONo •RTS COMMUNITY o NON-PROFIT We enjoy an outstanding professional reputation in HBSC Partners have developed and operate a non- the sportsinstrumental our local . sports mission that reaches beyond financial incentives. � t MUMMA \10a PARTNERSF F ORGANIZATIONAL STRUCTURE MANAGING RYAN GALE MATT OLMSTEAD ADVISORY BOARD kL JERRY MARCHBANK JUSTIN UPTON SAM AUGUST Los Angeles Angels Robert August Surf Company TIM RYAN BOB BOLEN OC Sports Commission Huntington Beach Realty MOE KANOUDI TOM BOCK Main Street Eyewear Pedego BRETTURABE Huntington Beach High School FINANCIAL STABILITY HBSC Partners, LLC is a newly formed partnership dedicated to serving the Huntington Beach community specifically by increasing access and enhancing activities at the HB Sports Complex. The financial stability of this startup entity can be demonstrated through the financial stability of it's managing partners. Through personal investment and involvement, the partners of HBSC have built and maintained successful business ventures, including Access Financial Network, JMJ Financial Inc., SRG Financial Inc, RB Production Rentals, Coasters Environmental, Westcliff Medical, Stingrays Baseball, and Prevail Baseball. All of these organizations have experienced significant growth and profitability. Our strong and robust track-record has prepared us for the development and operation of a high-quality sports facility in the Huntington Beach Sports Complex. In March of 2020, prior to the COVID pandemic, we formed Stingrays Baseball, Inc., a non-profit dedicated to Huntington Beach youth baseball training and player development. In the last year the "HB Stingrays" has realized a 300% rate of expansion in our membership, opened a training facility, and continues to expand training and development opportunities for our members. This growth occurred, not-for-profit, while continuing our "day jobs', and in the midst of a global pandemic. We feel that this best exemplifies our ability to innovate, our ability to adapt and evolve with changing community needs, and the passion and purpose with which we find ourselves serving this community. HBSC understands the funding demands, and affirms that it has sufficient access to $3M in liquid assets to allow proper funding of the operations. PARTNER BACKGROUND RYAN GALE EDUCATION Raised in downtown Huntington Beach, Ryan is a proud product of HB public schools, worked in downtown, and has started a handful of successful HB businesses. An avid golfer, Ryan regularly competes in amateur tournaments, and his strong ties to the HB Finance community continue to this day through is involvement in several business and youth sports ventures. University of California, San After college Ryan began working in Access Financial Network where he helped grow Diego the company 10x before becoming a partner at JMJ Financial, Inc. in 2010. While building JMJ from 4 to 150 employees, Ryan also built a private real estate portfolio of over 60 units, and partnered in the development and growth of several other businesses. Since selling JMJ Financial in 2016, Ryan has served an advisory role for local startups and small businesses, including Prevail Baseball in Huntington Beach, a local youth baseball organization, which has grown from 12 to over 300 kids during his tenure. Ryan is dedicated to "leaving it better than you found it," and recently purchased Mesa Verde Preschool with the intent of transforming and improving this much needed resource in the Costa Mesa community. 208 JERRY MARCHBANK EDUCATION Born in Huntington Beach, Jerry grew up at the athletic facilities at Golden West College, where his father served as the long-time athletic trainer. This was the beginning of a lifelong affinity for sports, which continues today as a youth baseball MBA, coach and his partnership in the Stingrays Baseball non-profit organization. Organizational Leadership Jerry began his, now 23 year, professional career at the Coast Community College District where he serves as the Senior Director of Facilities Planning and Construction. National Over the last decade, Jerry has overseen more than S1B in capital development at University Coastline, Golden West, Orange Coast Colleges, transforming our local community colleges. He recently led a public-private partnership effort to finance, develop, and operate student housing at Orange Coast College, a concept that now serves as a model capital development strategy for schools. Jerry also serves as a Board member for the Community College Facilities Coalition, providing leadership and legislative advocacy on facilities issues in California and is a member of the HB City School District bond oversight committee. MATT OLMSTEAD EDUCATION Having lived in Huntington Beach for over 20 years, Matt has become close with many local residents, business and community leaders, and several sports figures that continue to represent the City. He has three children who attend Smith Business Elementary, Dwyer Middle School, and an incoming freshman at Huntington Beach Administration High. Matt leads the Stingray baseball organization and directly supports over ten youth teams through his involvement and collaboration with MLB scouts, coaches, Arizona State instructors, and high school athletic programs. He has developed great relationships University with national tournament directors and ownership and been responsible for organizing multiple tournaments and events for all age levels. Matt also served on the Board of Directors for Huntington Valley Little League from 2017-2020. In 2015, Matt started his own company, Westcliff Medical Products, after working for CareFusion and Becton Dickinson as a Director of Sales and Operations. Since that time, he has built Westcliff Medical into one of the largest manufacturers of IV components in the Veterinarian market. 209 PROJECT UNDERSTANDING � J . l �,7 , A l ' •y[• I • � f i Ai^c 1 t � /dr A. PROJECT VISION Create a place that supports an active, wellness-oriented community. promotes passion for sports, and makes Huntington Beach a premier destination for youth sporting events in Southern California. B. OPERATING PLAN While we dream of the Huntington Beach Sports Complex someday being a "must visit" youth sports experience like Florida's Space Coast, Myrtle Beach, and even Cooperstown, we know that will be a gradual process. We believe that we have an operating plan that will have an immediate impact on the Sports Complex experience. Through process improvement and community outreach, we will activate the existing facility. We feel that the site can be...and should be a hub of HB activity...everyday! We have outlined some of the immediate measures that we intend to take, all while we continue to assess the site use, better understand the community needs, and collaborate on opportunities to take the Sports Complex to the next level. Partnership with OC Sports Commission Huntington Beach resident, former President of the Anaheim Ducks & Honda Center, and Chairman of the OC Sports Commission, Tim Ryan, is a long-time friend of HBSC Partners. OCSC has extensive experience in the operation of sports venues and currently operates the largest sports venues in the County including the newly developed Great Park. OCSC hosts over 65 major events per year and has been the winner of the Sports Tourism Organization of the Year for three consecutive years. OCSC is focused on "bringing the Olympics to OC"and has agreed to partner with HBSC to ensure the success of the HB Sports Complex Online Reservation System In an effort to improve ease of access, HBSC intends to implement an online reservation system This will allow our local teams and organizations to reserve facilities without the hassle of having to come to the complex to do so. To us, increasing the communities use of the Sports Complex starts first with making the site more accessible to them. Additionally, a web-based platform will give the Sports Complex the ability to manage registration for upcoming tournaments and events as well as a place to promote our community partners, hospitality options for visitors, and showcase all that Huntington Beach has to offer. We have included a sample of web homepage in the Exhibits section (Exhibit A). Marketing & Outreach There are many local sports teams and organizations that currently utilize or could utilize the Sports Complex practice facilities. We will reach out to those teams/organizations to share the management transition, implementation of our new reservation system, and immediately begin to reinforce our continued commitment to serving local teams. Positive experiences are at the foundation of what we do, and customer service will be a top priority. Southern California, and Huntington Beach specifically, has a rich history of incredible athletes, trainers, and coaches. Many of these individuals have developed very successful and effective camps, clinics, and development programs in their respective areas of expertise. HBSC has relationships with many of these coaches and mentors, and intends to work with them to ensure that the Sports Complex becomes the hub for these programs. 211 Huntington Beach serves as a perfect location for regional and national sports organizations to host events. Organizations like United States Specialty Sports Association (USSSA), National Championship Sports (NCS), Triple Crown Sports, Perfect Game USA, Premier Girls Fastpitch, and the California State Soccer Association, would all jump at the opportunity to hold their events here. We intend to reach out immediately and facilitate scheduling tournaments with these third-party organizers. Staffing HBSC intends to hire a full-time Operations Supervisor, we realize the important role that this facility plays in our community. We propose working with the City operations team in order to ensure a smooth transition that aligns with the City's expectations. The Sports Complex will provide hourly jobs for local workers. It provides a tremendous opportunity to teach our employees essential skills in people management, time-management, reliability, coordination and problem solving, and the importance of diversity, equity, and inclusion in decision-making. The sports industry will top S614B in 2022, careers in the sports business are rising in popularity, and four of local universities (Chapman University, Concordia University, CSU Long Beach, UC Irvine) offer degrees in Sports Management. We will explore partnerships to offer internships for these aspiring sports business professionals. Local Business Partnerships The Sports Complex is more than an event venue, but an opportunity to showcase all that Huntington Beach has to offer. We have met with Visit Huntington Beach to begin collaborating on "destination marketing" that will provide a connection between Sports Complex activities and our local hospitality businesses. We feel that this partnership with Visit HB will not only benefit HB businesses, but provide an improved experience for our Sports Complex visitors. HBSC understands the critical importance of coordinating on-site food services with the existing food services provider. Food is a basic premise of hospitality, and a fundamental element of the event experience. We will work with Primo Nosh to ensure a service level and value that makes the Sports Complex a successful event host. The Sports Complex also provides great opportunity to engage our local vendors. Perhaps it is a weeknight Farmer's Market that allows parents to shop while kids are at practice, sports equipment/apparel providers setting up "pop-up shops" during tournaments, or our local businesses exhibiting the best of HB hospitality. These are the opportunities that will create memorable experiences. C. OPPORTUNITIES FOR GROWTH Practice/Game Insurance: HBSC understands that the current use of the Sports Complex may be limited by the inability for teams to obtain the requisite insurance coverage. In order to eliminate this barrier and make the complex more accessible for our local teams and community events, HBSC would like to explore the potential of providing this coverage as an optional addition to the facility rental fee. Capital improvements: With the City's world-renowned travel reputation, the inherently active lifestyles of our residents, and an endless summer...the Huntington Beach Sports Complex is uniquely suited to become a premier destination for sports training and events. While we understand that building this dream facility may take time, HBSC firmly believes that the Sports Complex can become a nationally-recognized stage. The 2028 Olympics could open the doors to this reality sooner rather than later, as the HB Sports Complex would be a perfect practice facility when the world's best athletes come to Southern California. Like Huntington Beach, we dream big...and we have taken a moment to imagine some future capital improvement opportunities (Exhibit C). We look forward to continued dialogue with the City and community stakeholders as we work to make this dream a reality. Parking: HBSC recognizes that the RFP specifically excludes management of the current metered parking lot. However, we would like to explore the possibility of collecting a team "gate fee" (prepaid parking) for tournaments/events. Not only do we anticipate that this fee would exceed the realized meter revenue, but it would be more convenient for the attendees and remove what could be a deterrent to visiting Sports Complex events. 212 • SPORTS C A, .OMPLEx Hosted Tournaments: Beyond just a renting the facility to third-party event hosts, we feel that hosting tournaments provides a greater opportunity to get our community involved in the Sports Complex experience This will ultimately help transform the sports complex from a place to play sports into a "sports experience that showcases our great City. The current site. and the space in-between the fields. provides great opportunity. Games being played, food being served, vendors and artisans showcasing their products. bike rides through Central Park (or down to the beach). this is how Huntington Beach should be represented. D. REVENUE POTENTIAL HBSC recognizes the City s objective to enter into a profit-sharing program for this site. Furthermore, in selecting us as you partner, we believe that the City shares in HBSC's transformational vision for The Sports Complex. Expanding programs and services for our community will require additional operating capital and a sustained capital investment HBSC is prepared to negotiate a revenue sharing formula that not only relieves the City of its costs associated with this complex, but provides a source of continued capital improvement for The Sports Complex and creates a sustainable revenue stream for the City Based on our understanding of the mutual objectives for the site, HBSC would propose an estimated 12-20% share of site revenue composed of two elements: (1) a share of the gross revenue to be provided directly to the City general operating fund and (2) a share of gross revenue be provided to the City for the purpose of funding Sports Complex capital expenditures (Cap-Ex). We expect that the expanded Sports Complex operations will "stabilize" in the initial years of this agreement, allowing for a potential increase in the City revenue share after the initial three-year agreement. In addition, HBSC will work with Primo Nosh Chefs. to provide food services for an increased number of events & activities. As a result, we anticipate growth in the City's parking and food service revenue streams at the site. E. COMMUNITY IMPACT AND GIVING BACK Developing the Sports Complex into a premier competition facility, not only provides direct revenue to the City, but a significant economic opportunity for our local businesses. Between hotels, food, shopping, and attractions, we anticipate upwards of S250.000 being spent in our local establishments on tournament weekends. We want to build that connection between the Sports Complex activities and our local businesses by directly involving vendors at tournaments, providing coupons and advertising for local restaurants and activities. and providing resources for hotels and other hospitality services However. the impact goes well beyond financial benefit. It's an opportunity to create something that better serves our local community A facility that provides a safe. diverse, and inclusive place for young athletes to come together. It provides job opportunities for locals, both at the Sports Complex, and the HB businesses that need to support increased activity Lastly, we envision the Sports Complex hosting non-profit camps, clinics, or sports leagues that provide access to our incredible sports resources for those whom may not otherwise have the financial resources The Sports Complex has the power to change our community. and we only hope that we are able to give back. what a lifetime of sports has so gratefully given to us 213 REFERENCES & TESTIMONIALS '4 f� ol '000,� f .aa3. LIST OF REFERENCES Michelle Turner Tim Ryan Owner Chairman Sugar Shack OC Sports Commission PH: 714-536-0355 PH: 714-287-8670 Benji Medure Rich Amaral Head Baseball Coach Pro Scout Huntington Beach HS Baltimore Orioles PH: 951-764-9411 PH: 714-330-1012 Sam August Steve Springer Owner/Partner Founder Robert August Surf Company Quality At-Bats Academy PH: 714-914-7966 PH: 714-580-6070 Bobby Dejardin Bob Bolen Scouting Supervisor Owner New York Yankees Huntington Beach Realty PH: 813-334-7250 PH: 714-960-8541 Toby Reece Moe Kanuodi Owner/Restauranteur Owner Ola Mexican Kitchen Main Street Eyewear PH: 562-714-6921 PH: 714-536-6300 Jamal Abdelmuti Josh Reidt Owner/Operator Owner Jacks Surfboards Reidt Fitness Systems PH: 714-448-4143 PH: 949-395-1219 215 Rtl�vin� To Whom it may concern: My name is Steve Springer and I am a former professional baseball player with the Cleveland Indians and New York Mets. I went to Marina High School here in Huntington Beach, I have raised my kids here, and continue to call FIB home. I am currently a Pro scout with the Oakland Athletics and owner of Quality at Bats where I help all level of athletes gain confidence in themselves and develop a strong mental approach in the game of baseball and in life. I honestly get excited for our great City when I hear that Matt Olmstead and HBSC may have the opportunity to help fulfill the potential of the Sports Complex. Matt, Jerry and Ryan have a strong desire to give back to our local community as well as create a special experience for those that are visiting our hometown. I have had the pleasure of working together with Matt and can attest to his integrity, leadership and desire to help others. I am confident that HBSC is the right group to partner with the City in making our Sports Complex one of the premier sports facilities on the West Coast. Their strong ties to local businesses and athletic programs at all levels is second to none. I look forward to the opportunity to help HBSC in any way that I can. Thank you for your time and consideration. Steve Springer Quality At-Bats 216 D April 5. 2021 To Whom it may concern: My name is Benji Medure and I am the head baseball coach at Huntington Beach High School. I have been the head coach at 1-1 Lill tington Beach high school for 21 years and I feel a deep sense of'pride for the school. our city and our conununity. My coaches and I are dedicated to working closely with the youth of our comnwnity to make sure they Move on with good character and represent Huntington Beach well. The Huntington Beach Stingrays Baseball Club is one of the organizations that we work with closely. Matt Olmstead and his staff are quality human beings that are dedicated to teaching integrity and character along with making sure their players have a good work ethic and healthy habits. Our core values at Huntington Beach High School align perfectly with the Stingray organization. We feel that the Stingrays are a premiere club for youth baseball in the country and a perfect model for what youth sports should be. I am proud that our community has such strong leaders to direct our youth forward. The Sports Complex in Huntington Beach has the potential to be a Model for youth sports facility throughout Southern California. I feel that the leaders of I-IBSC are the perfect choice to lead the charge and I'm confident that you will find that the 1113SC core values are something that the City and our community will be extremely proud of. Thank you for your time and would be happy to discuss my strong support for I IBSC. Benji Medure Head Baseball Coach Fluntin,ton Beach High School 217 Ak i Jill AP r i / /c • / / I Il i• �/ � � U ti 7ka) yok ymdewt EXECUTIVE OFFICES PLAYER DEVELOPMENT 6 YANKEE STADIUM SCOUTING COMPLEX BRONX.NEW YORK 10451 3102 N. HIMES AVENUE (7181293.4300 i TAMPA,FLORIDA 33607.1&A (813)975-7569 1813)873-2302 FAX (813)348-9198 SCOUTING FAX To Whom it may concern, My name is Bobby DeJardin. I am a former Professional baseball player for the New York Yankees and Baltimore Orioles and am now a Professional Scout for the New York Yankees. I grew up in Huntington Beach and played Little League at the old Robinwood Little League near Marina High School. I am also a hitting coach for may young players throughout Southern California. I have been involved with amateur baseball in Southern California for 25 years and have seen many different youth baseball organizations come and go. Matt Olmstead and the Huntington Beach Stingray Baseball Club are the perfect fit to oversee the HB Sports Complex. The HB Stingray's, with the leadership of Matt Olmstead and his staff have created an environment of integrity, accountability, work ethic and pay it forward for those to come. The Huntington Beach area produces an abundance of talent for the high school, college and professional level. What a great place for the local youth to continued to develop and become the best they can be.The Sports Complex in Huntington Beach will be a main attraction for youth sports throughout the country. It will be a destination for teams to come and play the best competition. With the leadership of Matt and his staff and their commitment to the local community I feel there is no other choice who should lead this effort. I am very excited for the future of youth sports in Huntington Beach and I hope to be able to help Matt and the staff in any way I can to make the Sports Complex a beacon of light and example of how it should be done the correct way. Bobby DeJardin NY Yankees 219 • 220 r `- AdL- sportempin� �n In I�%ARTNERS SHOP I WORK PRACTICE. PLAY. FW ISIT. f IF-[ TO,JNfJAMENT PLACES TO RENTALS SCHEDULE STAY ClA55E5& ADULT . THINGS TO DO CAMPS LEAGUES — - RLACESTO EAT CONNECT rj FIELD DIMENSIONS 4' s_ BASEBALL 1 -280'(60', 65', 70',80'BASES) �.. . y - 1 F ITS C':®PN P-,F-X 2-280'(60', 65', 70',80'BASES) 3-300'(60', 65', 70',80'BASES) I I 4-300'(60', 65',70',80'BASES) E I I F 5-280'(60',65'.70',80'BASES) 6-280'(60',65',70'.80'BASES) 7-300'(60',65',70'.80'BASES) 8-300'(60',65',70',80' BASES) SOCCER Joao. A-50 x 100 YRDS(U13) � Y � DEB-50 x 100 YRDS(U13) C-50 x 100 YRDS(U13) �• �,,� .. D-50 x 100 YRDS(U13) E-60 x 110 YRDS(ADULT') ' • i I_ F-60 x 110 YRDS(ADULT') I G-60 x 110 YRDS (ADULT*) i UTILITY I U1 -100'X 205'(TURF) U2-100'X 205'(TURF) U3-90'X 185'(TURF) _ ©• ,` EXHIBIT B U4-90'X 185'(TURF ARENA) U5- 130'X 220'(GRASS) I I x ' FIELD LAYOUT 'Re5 I S, I more than adult soccer s than shall yards not +1© I ` L more than 75 yards or less then than yartls in widU Length shall not he more then RO ':: 1•" `�• '� yards or less than 115 yards 222 am- Awl A MULTI-SPORT q ' �N, : F F I TURF FIELDS �' i '� ,. v y .r: I .X s:�► B VENDOR/EXHIBITLAWN F C - r► E �4 _ SPORTS PERFORMANCE TRAINING CENTER . t Y D '; " � WIFFLE/SMALL UTILITY • ��.. ED FIELDS T I I L3 E I ra�i I1 HITTING/PITCHING I -I- LANES S3 1 EXHIBIT C UTILITY PRACTICE I S2 f- - SITE PLAN - FIELDS I I,' CONCEPTUAL - -I- L 2 111 I Sl L _ A MAXIMIZE FLEXIBILITY AND USABILITY WITH INSTALLATION OF MULTI-SPORT TURF FIELDS ALONG GOLDEN WEST STREET. SITE PLAN OVERLAYS BASEBALL,SOCCER,AND LACROSSE FIELDS r y E B EXISTING TURF FIELD(U2(TO SERVE AS VENDOR/CONCIERGE/EXHIBIT AREA AREA COULD ACCOMMODATE A MAXIMUM OF 120 BOOTHS 110'X 10'(. EXHIBIT C SITE DEVELOPMENT C CONVERT EXISTING SMALL TURF FIELD(U3)INTO AN INDOOR/OUTDOOR SPORTS PERFORMANCE TRAINING CENTER I L76mll - ._ D CONVERT TURF ARENA(U4)INTO TWO(90'X 90')TURF WIFFLEBALL FIELDS. FIELDS WOULD ALSO SERVE AS A SMALL MULTI-SPORT TURF PRACTICE AREA. EXHIBIT C SITE 1 lDEVELOPMENT C E CONVERT EXISTING SMALL FIELD(US)INTO BATTING AND PITCHING LANES AREA COULD ACCOMMODATE A MAXIMUM OF 20 LANES(14'X 70') .5t f GOTHARD STREET FIELD LAYOUT WOULD BE RECONFIGURED TO ALLOW ALL FIELDS TO BE UTILIZED FOR F MULTIPLE SPORTS,CONCURRENTLY. INCLUDING THE LOSS OF THE CURRENT SMALL FIELD(US)FOR BATTING CAGES,THIS LAYOUT WOULD PROVIDE THREE ADDITIONAL UTILITY FIELDS SPACES FOR USE. DEVELOPMENTEXHIBIT C SITE CONCEPTS •